What changed in this filing

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Item 9A. Controls and Procedures

2026-03-27 compared with 2025-03-28 · 373 added, 252 removed, 1589 unchanged (28% of the section changed)

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Insider Trading Arrangements

(a) On December 14, 2024 , Vimal Mehta , Chief Executive Officer , adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 2,184 shares of the Company’s common stock to cover taxes due in connection with the vesting of restricted stock units until December 31, 2025 .

(b) On December 14, 2024 , Richard Steinhart , Chief Executive Officer , adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 1,563 shares of the Company’s common stock to cover taxes due in connection with the vesting of restricted stock units until December 31, 2025 .

(c) On December 14, 2024 , Javier Rodriguez , Senior Vice President, Chief Legal Officer , adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 1,563 shares of the Company’s common stock to cover taxes due in connection with the vesting of restricted stock units until December 31, 2025 .

(d) On December 14, 2024 , Frank Yocca , Chief Scientific Officer , adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 1,563 shares of the Company’s common stock to cover taxes due in connection with the vesting of restricted stock units until December 31, 2025 .

Each of these plans were terminated effective March 17, 2025.

Open Market Sales Agreement Termination

On March 26, 2025, we and Jefferies terminated that certain Open Market Sales Agreement, dated May 10, 2021, as amended on November 1, 2023.

(a) On February 3, 2026 , Vimal Mehta , Chief Executive Officer , adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 199,032 shares of the Company’s common stock to cover taxes due in connection with the vesting of restricted stock units until December 31, 2027 .

(b) On February 3, 2026 , Richard Steinhart , Chief Financial Officer , adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 70,000 shares of the Company’s common stock to cover taxes due in connection with the vesting of restricted stock units until December 31, 2027 .

(c) On February 3, 2026 , Javier Rodriguez , Senior Vice President, Chief Legal Officer , adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 70,000 shares of the Company’s common stock to cover taxes due in connection with the vesting of restricted stock units until December 31, 2027 .

(d) On February 3, 2026 , Frank Yocca , Chief Scientific Officer , adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 70,000 shares of the Company’s common stock to cover taxes due in connection with the vesting of restricted stock units until December 31, 2027 .

Ninth Amendment to Credit Agreement;

Company Warrants;

and Registration Rights Agreement

On March 27, 2026, we entered into the Ninth Amendment to Credit Agreement and Guaranty (the “Ninth Amendment”), which amended the Credit Agreement and Guaranty, dated April 19, 2022, as amended (the “Credit Agreement”), by and among the Company, as the borrower, certain subsidiaries of the Company from time to time party thereto as subsidiary guarantors, the lenders party thereto (the “Lenders”), and Oaktree Fund Administration LLC (“OFA”) as administrative agent.

Pursuant to the Ninth Amendment, the Lenders agreed to (i) waive the Credit Agreement’s covenant that the report and opinion the Company will receive from its independent registered public accounting firm with respect to the financial statements for the year ending December 31, 2025 will not contain a “going concern” or similar qualification, and (ii) reduce the Credit Agreement’s minimum liquidity covenant to require minimum cash liquidity of $12.50 million from and after March 31, 2026 (instead of $15.0 million).

The Ninth Amendment’s effectiveness is subject to various customary conditions precedent, as well as conditions subsequent requiring the Company to:

● on or before March 31, 2026, make a one-time prepayment of the principal amount of $2.50 million, together with accrued and unpaid interest thereon;

● on April 15, 2026, either (i) pay to the Lenders an amendment fee in cash in an amount equal to approximately $2.0 million or (ii) grant new warrants to the Lenders to purchase 1,353,729 shares of common stock of the Company, at an exercise price of $0.01 per share (the “New Warrants”);

● in connection with the receipt by the Company of any gross cash proceeds following the effective date of the Ninth Amendment from (i) the issuance of the Company’s common stock, warrants and/or pre-funded warrants, (ii) non-refundable cash consideration from partnering transactions, (iii) the issuance of the Company’s subordinated debt and/or (iv) sales by the Company of its assets, in each case ((i) through (iv)), in transactions permitted under the Credit Agreement, make a prepayment of the loans under the Credit Agreement in an aggregate principal amount equal to 50% of such gross cash proceeds, together with accrued interest thereon and any fees or premia (including prepayment premium) payable in connection therewith;

provided, that the foregoing requirement will not apply (A) with respect to the first $2.50 million in the aggregate of proceeds raised from Capital Raise Activities and (B) once the aggregate principal amount of the Loans prepaid pursuant to one or more Capital Raise Prepayments equals $2.50 million.

On the date of issuance of the New Warrants, if applicable, we agreed to amend and restate its Third Amended and Restated Registration Rights Agreement with the Lenders, dated November 25, 2024.

Pursuant to such amendment and restatement (the “Fourth Amended and Restated Registration Rights Agreement”), we will agree to register the shares of common stock issuable under the New Warrants, in addition to all warrants previously issued to the Lenders, for resale.

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

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Miller has served on the Board of Puma Biotechnology Inc., where he also serves on the Compensation Committee.

Miller has also served on the Board of Directors of Rigel Pharmaceuticals, Inc.

since February 2026.

Miller received his B.S.

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In connection with his appointment, Mr.

Mack was also appointed to the Compensation Committee, effective with his commencement of service, as well as the newly formed Capital Raising

Mack was also appointed to the

Compensation Committee, effective with his commencement of service, as well as the newly formed Capital Raising Committee.

We believe that Mr.

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Board and Committee Information

During fiscal 2024, our Board of Directors met 12 times, the audit committee met four times, the capital raise committee met four times, and the pricing committee met two times.

During fiscal 2025, our Board of Directors met 14 times, the audit committee met four times, the capital raise committee met 11 times, and the compensation committee met two times.

In 2025, each of our incumbent directors attended at least 75% of the meetings of the Board and committees on which he or she then served as a member.

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● overseeing the Company’s programs and policies as may be applicable, regarding talent management (including retention, development and training) and diversity and inclusion.

The current members of our compensation committee are Peter Mueller, Ph.D., David Mack and Sandeep Laumas, M.D., with Dr.

The current members of our compensation committee are Peter Mueller, Ph.D., Sandeep Laumas, M.D., and David Mack, with Dr.

Mueller serving as chair.

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Richard Steinhart

SVP and Chief Commercial Officer

(1) The amounts reported represent the grant date fair value of performance-based units, restricted stock units and stock options granted to our NEOs as computed in accordance with Accounting Standards Codification 718, Compensation - Stock Compensation (ASC 718).

For all performance-based units, the amounts were calculated based on the probable outcome of the performance condition as of the grant date.

The following are the values of the performance-based units as of the grant date assuming attainment of the maximum level of performance:

Mehta ($300,000), Mr.

Rodriguez ($84,000) and Mr.

Steinhart ($84,000).

Senior VP and Chief Financial Officer

(1) The amounts reported represent the grant date fair value of restricted stock units and stock options granted to our NEOs as computed in accordance with Accounting Standards Codification 718, Compensation - Stock Compensation (ASC 718).

Note that the amounts reported in these columns reflect the accounting cost for these awards and do not correspond to the actual economic value that may be received by our NEOs from the awards.

We provided information regarding the assumptions used to calculate the value of the restricted stock units and stock options in Note 12 to our financial statements included herein.

The amounts reported for 2024 represent reimbursement for healthcare benefits ($7,800) and ($4,128) for Dr.

Mehta and Mr.

Steinhart, respectively, and 401(k) matching contributions of ($8,625) for each named executive officer other than Mr.

The amounts reported for 2025 represent 401(k) matching contributions of ($8,750) for each named executive officer other than Mr.

No bonus was paid for the year 2025.

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The base salaries of our NEOs are reviewed from time to time and adjusted when our Board or compensation committee determines an adjustment is appropriate.

The compensation committee determined not to increase the salaries of the NEOs in 2024.

In 2025, the compensation committee determined it was in the best interest of the Company and Company’s stockholders to reduce the salaries of Dr.

Mehta and Mr.

Steinhart as shown in the Summary Compensation Table above.

2025 Equity Awards

During 2024, we awarded stock options, time-based restricted stock units and performance-based restricted stock units (“PSUs”) to our NEOs as the long-term incentive component of our executive compensation program.

During 2025, we awarded stock options and time-based restricted stock units to our NEOs as the long-term incentive component of our executive compensation program.

We typically grant equity awards at such times as our Board determines appropriate.

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The stock options generally vest and becomes exercisable as to 50% of the total number of shares underlying the option on each of the first and second anniversaries of the date of grant and the remaining become fully vested on the second anniversary of the date of the grant, subject, in each case, to the holder’s continued service through the applicable vesting date.

The time-based restricted stock units generally vest fully on the first anniversary of the date of the grant, subject, in each case, to the holder’s continued service through the applicable vesting date.

The PSUs granted to Dr.

Rodriquez and Mr.

Steinhart are eligible to vest within thirty days of the first anniversary of the grant date the participants continued employment with the Company and based on the attainment of the following performance metrics, as determined by the Board:

(i) a satisfactory completion of securing at least $25 million of additional funding for the Company (50% of the PSUs);

(ii) successfully initiates trials for its Serenity and Tranquility programs and progress towards data readouts for such program trials (25% of the PSUs);

(iii) significant progress towards achieving $5 million in IGALMI revenues (15% of the PSUs);

and (iv) making progress towards securing a partnership deal (10% of the PSUs).

The Board decided to grant PSUs during 2024 in order to further align the interests of Dr.

Rodriquez and Mr.

Steinhart with the strategic clinical and operational objectives of the Company.

The time-based restricted stock units generally vest fully on the nine-month anniversary of the date of the grant, subject, in each case, to the holder’s continued service through the applicable vesting date.

Refer to the “Outstanding Equity Awards at Year End” table below for additional information regarding the equity awards granted to our NEOs during 2025.

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For 2025, the annual bonus metrics established by the compensation committee were based on the achievement of certain company performance goals, as well as an assessment of individual performance.

In early 2025 the Board determined that it would use its discretion to not award annual bonuses for 2024 performance to the NEOs.

In early 2026 the Board approved retention bonuses for the NEOs.

Other Elements of Compensation

Our NEOs are eligible to participate in our employee benefit plans and programs, which generally include medical, dental and vision benefits, and life, short-term, and long-term disability insurance to the same extent as our other full-time employees generally, subject to the terms and eligibility requirements of those plans.

During 2024, we reimbursed Dr.

Mehta for his healthcare premium payments.

We maintain a 401(k) defined contribution plan (the “401(k) Plan”), for the benefit of our employees who satisfy certain eligibility requirements.

Our NEOs are eligible to participate in the 401(k) Plan on the same terms as other full-time employees.

Our NEOs are eligible to participate in the 401(k) Plan on the same terms as other full-

time employees.

In 2024, we matched employee contributions to the 401(k) Plan up to 50% of the first 5% of eligible compensation.

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The RSUs vest as to 25% of the shares on the first anniversary of the vesting commencement date and in substantially equal quarterly installments thereafter until the fourth anniversary of the vesting commencement date.

The PSUs are eligible to vest on the first anniversary of the vesting commencement date based on the Board’s determination that certain Company performance metrics have been attained.

See “ Equity Compensation ” above for a description of these metrics.

The option vests as to 50% of the shares on each of the first and second anniversaries of the grant date.

The RSUs vest on the first anniversary of the grant date.

The RSUs vest on the nine-month anniversary of the grant date.

Employment Arrangements - 2025

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Under our director compensation program, during 2025 each non-employee director was eligible to receive an option to purchase 17,000 shares of common stock upon such director’s initial election or appointment to the Board.

Additionally, each non-employee director who has been serving as a non-employee director for at least six months as of the date of any annual meeting of stockholders and will continue to serve as a non-employee director immediately following such meeting, was eligible to receive an option to purchase 1,062 shares of common stock on the date of such annual meeting.

These options were issued to non-employee directors in January 2026.

The options granted to our non-employee directors have an exercise price equal to the fair market value of our common stock on the date of grant and expire not later than ten years after the date of grant.

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In addition, all unvested stock options vest in full upon the occurrence of a change in control.

For the appointment of David Mack in 2024, we provided a separate grant of RSUs and a separate cash arrangement in lieu of the stock option award and cash payments typically granted to new directors, as described below in the “Director Compensation Table”.

In addition, our non-employee directors were eligible to receive cash retainers for service on our Board and committees of our Board during 2025 as set forth in the table below.

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Michael Miller (6)

David Mack (7)

Rajiv Patni (7)

The amounts reported represent the grant date fair value of stock options granted to our non-employee directors as computed in accordance with ASC 718.

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As of December 31, 2025, Dr.

Mueller held options to purchase an aggregate of 16,667 shares of our common stock, of which 15,604 shares of common stock were exercisable.

Mueller held options to purchase an aggregate of 16,667 shares of our common stock, all of which were exercisable.

As of December 31, 2025, Dr.

Laumas held options to purchase an aggregate of 14,028 shares of our common stock, of which 12,965 shares of common stock were exercisable.

Laumas held options to purchase an aggregate of 14,028 shares of our common stock, all of which were exercisable.

As of December 31, 2025, Dr.

Votruba held options to purchase an aggregate of 6,265 shares of our common stock, of which 5,202 shares of common stock were exercisable.

Votruba held options to purchase an aggregate of 6,265 shares of our common stock, all of which were exercisable.

As of December 31, 2025, Ms.

Bray held options to purchase an aggregate of 5,013 shares of our common stock, of which 3,950 shares of common stock were exercisable.

As of December 31, 2024, Mr.

Miller held options to purchase an aggregate of 4,001 shares of our common stock, of which 2,938 shares of common stock were exercisable.

Bray held options to purchase an aggregate of 5,013 shares of our common stock, all of which were exercisable.

As of December 31, 2025, Mr.

Mack held 16,932 unvested restricted stock units.

Miller held options to purchase an aggregate of 4,001 shares of our common stock, all of which were exercisable.

As of December 31, 2025, Mr.

Mack earned $30,000 in board fees for services provided since joining the Board in November 2024.

Patni held options to purchase an aggregate of 1,854 shares of our common stock, all of which were exercisable.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

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Holders of more than 5%:

BioXcel LLC (1)

Millenium Management LLC (1)

Armistice Capital Master Fund Ltd.

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* Represents less than 1%.

Based solely on a Schedule 13D filed with the SEC on June 6, 2024.

BioXcel LLC and BioXcel Holdings, Inc.

have shared voting power and shared dispositive power over 480,343 shares of our common stock.

Mehta and affiliated trusts are significant stockholders of BioXcel Holdings, Inc.

BioXcel LLC is majority owned and controlled by BioXcel Holdings, Inc.

BioXcel LLC is a subsidiary of BioXcel Holdings, Inc.

Mehta is an executive officer and the sole member of the board of directors of BioXcel Holdings, Inc.

and an executive officer and one of two managers on the board of managers of BioXcel LLC and BioXcel Holdings, Inc.

As such, each of Mr.

Mehta and BioXcel Holdings, Inc.

may be deemed to beneficially own the Common Stock held of record by BioXcel LLC.

The address of BioXcel LLC and BioXcel Holdings, Inc.

is 2614 Boston Post Road Suite 33B, Guilford, CT 06437.

Based on a Schedule 13G/A filed on February 6, 2024 by Integrated Core Strategies (US) LLC, Millenium Management LLC, Millenium Group Management LLC and Israel A.

Englander, with (i) each reporting shared voting and dispositive power over 1,833,717 shares of common stock and (ii) each of Millenium Management LLC, Millenium Group Management LLC and Mr.

Englander reporting shared voting and dispositive power over an additional 1,475 shares of common stock.

Such shares potentially beneficially owned by Millennium Management LLC, Millennium Group Management LLC and Mr.

Englander are held by entities subject to voting control and investment discretion by Millennium Management LLC and/or other investment managers that may be controlled by Millennium Group Management LLC (the managing member of Millennium Management LLC) and Mr.

Englander (the sole voting trustee of the managing member of Millennium Group Management LLC).

The address for (a) Integrated Cores Strategies (US) LLC is c/o Millennium Management LLC, 399 Park Avenue, New York, NY 10022 and (ii) each of Millenium Management LLC and Millenium Group Management LLC is 399 Park Avenue, New York, NY 10022.

Based on information known to us, Armistice Capital Master Fund Ltd.

owns warrants to purchase 1,385,083 shares of our common stock that are exercisable within 60 days of March 21, 2025.

also owns warrants to purchase 5,885,868 shares of our common stock that are exercisable within 60 days of March 26, 2026.

The warrants to purchase shares of common stock are directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (“Master Fund”), and may be deemed to be beneficially owned by:

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(ii) options to purchase 124,482 shares of our common stock that can be exercised within 60 days of March 26, 2026;

and (iii) 480,343 shares of common stock held by BioXcel LLC as to which Dr.

Mehta may be deemed to have beneficial ownership as described under footnote (1) above.

(iii) 67,758 restricted stock units that vest within 60 days of March 26, 2026, and (iv) 480,343 shares of common stock held by BioXcel LLC as to which Dr.

Mehta may be deemed to have beneficial ownership.

Represents for Mr.

(i) 1,373 shares of common stock and (ii) options to purchase 20,064 shares of our common stock that can be exercised within 60 days of March 21, 2025.

(i) 6,645 shares of common stock, (ii) options to purchase 33,193 shares of our common stock that can be exercised within 60 days of March 26, 2026, and (iii) 26,500 restricted stock units that vest within 60 days of March 26, 2026.

Represents for Mr.

(i) 1,591 shares of common stock and (ii) options to purchase 5,312 shares of our common stock that can be exercised within 60 days of March 21, 2025.

(i) 6,863 shares of common stock, (ii) options to purchase 7,231 shares of our common stock that can be exercised within 60 days of March 26, 2026, and (iii) 26,500 restricted stock units that vest within 60 days of March 26, 2026.

Represents for Ms.

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Mueller serves as trustee);

and (iii) options to purchase 15,604 shares of our common stock that can be exercised within 60 days of March 21, 2025.

and (ii) options to purchase 16,667 shares of our common stock that can be exercised within 60 days of March 26, 2026.

Represents for Dr.

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Represents for Mr.

3,386 restricted stock units that vest within 60 days of March 21, 2025.

20,318 shares of common stock.

Represents for Mr.

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2020 Employee Stock Purchase Plan (the “2020 ESPP”).

Includes 119,781 outstanding options to purchase shares under the 2017 Plan, 69,506 performance-based units, 26,898 restricted stock units and 191,292 outstanding options to purchase shares under the 2020 Plan.

Includes 112,027 outstanding options to purchase shares under the 2017 Plan, 106,632 restricted stock units and 239,977 outstanding options to purchase shares under the 2020 Plan.

As of December 31, 2025, the weighted-average exercise price of outstanding options under the 2017 Plan was $55.24 and the weighted-average exercise price of outstanding options under the 2020 Plan was $271.70.

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The 2020 ESPP provides for an annual increase to the number of shares available for issuance thereunder on the first day of each calendar year beginning on January 1, 2021 and ending on and including January 1, 2030, by an amount equal to the lesser of (i) 1% of the aggregate number of shares of common stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares of common stock as is determined by our board of directors, provided that no more than 31,250 shares of our common stock may be issued under the component of the 2020 ESPP that is intended to qualified under Section 423 of the Code.

As of the date of this proxy statement, we have not commenced offering periods under the 2020 ESPP.

As of the date of this Annual Report, we have not commenced offering periods under the 2020 ESPP.

Certain Relationships and Related Transactions, and Director Independence

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24,999,999.01

Additional details regarding certain of these stockholders and their equity holdings are provided in this Proxy Statement under the caption “Stock Ownership - Security Ownership of Certain Beneficial Owners and Management.”

Additional details regarding certain of these stockholders and their equity holdings are provided in this Annual Report under the caption “Stock Ownership - Security Ownership of Certain Beneficial Owners and Management.”

November 2024 Offering

On November 25, 2024, we completed an offering, which resulted in the issuance and sale to Armistice of (i) 283,854 shares of our common stock, (ii) pre-funded warrants to purchase up to 562,500 shares of our common stock at an exercise price of $0.016 per share and (iii) accompanying warrants to purchase up to 846,355 shares of our common stock at an exercise price of $7.68 per share.

On November 25, 2024, we completed an offering, which resulted in the issuance and sale to Armistice Capital of (i) 283,854 shares of our common stock, (ii) pre-funded warrants to purchase up to 562,500 shares of our common stock at an exercise price of $0.016 per share and (iii) accompanying warrants to purchase up to 846,355 shares of our common stock at an exercise price of $7.68 per share.

The combined offering price of the common stock and accompanying warrants was $7.68 per share and share underlying each accompanying warrant, and the combined offering price of the Armistice pre-funded warrants and accompanying warrants was $7.664 per share underlying each pre-funded warrant and accompanying warrant.

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In each case, such percentages may be increased by a holder of Armistice Warrants to any other percentage not in excess of 19.99% upon at least 61 days’ prior notice from the holder to us.

March 2025 Offering

On March 3, 2025, we completed a registered direct offering, which resulted in the issuance to Murchison of (i) 188,383 shares of our common stock, (ii) pre-funded warrants to purchase up to 3,811,617 shares of our common stock at an exercise price of $0.001 per share and (iii) accompanying warrants to purchase up to 4,000,000 shares of our common stock at an exercise price of $4.20 per share.

The combined offering price of the common stock and accompanying warrants was $3.50 per share and share underlying each accompanying warrant, and the combined offering price of the Murchison pre-funded warrants and accompanying warrants was $3.499 per share underlying each pre-funded warrant and accompanying warrant.

The Murchison pre-funded warrants and the accompanying warrants are exercisable at any time after the date of issuance, however, the accompanying warrants will expire on the fifth anniversary of the date of issuance,

In the March 2025 Offering, we also issued the purchaser option warrants, to purchase up to 4,000,000 shares of common stock (or pre-funded warrants in lieu thereof) and accompanying warrants to purchase up to 4,000,000 shares of common stock.

The exercise price of the option warrant is $3.50 per underlying share of common stock or $3.499 per underlying pre-funded warrant to purchase one share of common stock and accompanying warrant.

The option accompanying warrants have an exercise price per share of common stock equal to $4.20 per share.

The option warrants expired on March 18, 2025 without being exercised.

A holder of Murchison pre-funded warrants will not be entitled to exercise any portion of such Murchison pre-funded warrants which, upon giving effect to such exercise, would cause (i) the aggregate number of shares of our common stock beneficially owned by the holder (together with its affiliates) to exceed 9.99% of the number of shares of our common stock outstanding immediately after giving effect to the exercise, or (ii) the combined voting power of our securities beneficially owned by the holder (together with its affiliates) to exceed 9.99% of the combined voting power of all of our securities then outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Murchison pre-funded warrants.

A holder of accompanying warrants will not be entitled to exercise any portion of such accompanying warrants which, upon giving effect to such exercise, would cause (i) the aggregate number of shares of our common stock beneficially owned by the holder (together with its affiliates) to exceed 4.99% of the number of shares of our common stock outstanding immediately after giving effect to

the exercise, or (ii) the combined voting power of our securities beneficially owned by the holder (together with its affiliates) to exceed 4.99% of the combined voting power of all of our securities then outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the accompanying warrants.

In each case, such percentages may be increased by a holder of Murchison Warrants to any other percentage not in excess of 9.99% upon at least 61 days’ prior notice from the holder to us.

March 2026 Offering

On March 11, 2026, we completed the March 2026 Offering with Armistice Capital, which resulted in the issuance and sale of (i) an aggregate of 2,480,294 shares of common stock and accompanying warrants to purchase up to 2,480,294 shares of Common Stock at a combined offering price of $1.739 per Share and accompanying warrant, and (ii) pre-funded warrants to purchase up to 2,020,491 shares of Common Stock and accompanying warrants to purchase up to 2,020,491 shares of Common Stock, at a combined offering price of $1.738 per share underlying the Pre-Funded Warrants and accompanying warrant, which equals the offering price per Share and accompanying warrant less the $0.001 exercise price per share of the Pre-Funded Warrants.

The Pre-funded Warrants and the Accompanying Warrants are exercisable at any time after the date of issuance, however, the Accompanying Warrants will expire on the fifth anniversary of the date of issuance.

Armistice was not able to exercise any portion of the Pre-Funded Warrants which, upon giving effect to such exercise, would cause (i) the aggregate number of shares of our common stock beneficially owned by the holder (together with its affiliates) to exceed 9.99% of the number of shares of our common stock outstanding immediately after giving effect to the exercise, or (ii) the combined voting power of our securities beneficially owned by the holder (together with its affiliates) to exceed 9.99% of the combined voting power of all of our securities then outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Pre-Funded Warrants.

Armistice, will not be entitled to exercise any portion of such Accompanying Warrants which, upon giving effect to such exercise, would cause (i) the aggregate number of shares of our common stock beneficially owned by the holder (together with its affiliates) to exceed 4.99% of the number of shares of our common stock outstanding immediately after giving effect to the exercise, or (ii) the combined voting power of our securities beneficially owned by the holder (together with its affiliates) to exceed 4.99% of the combined voting power of all of our securities then outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Accompanying Warrants.

In each case, such percentages may be increased by such Pre-Funded Warrants or Accompanying Warrants to any other percentage not in excess of 19.99% upon at least 61 days’ prior notice from the holder to us.

We received net proceeds of approximately $7.3 million from the March 2026 Offering, after deducting offering expenses.

The following table sets forth the aggregate number of shares of our common stock and shares of common stock underlying the Prefunded Warrants and Accompanying Warrants acquired in the offering by holders of more than 5% of our common stock, including entities that became holders of more than 5% of our common stock as a result of the March 2026 Offering.

Holders of More than 5 % (1)

Armistice Capital Master Fund Ltd.

BioXcel LLC owned approximately 1.8% of the shares of our outstanding common stock as of March 26, 2026.

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These services are primarily for drug discovery, chemical, manufacturing and controls cost and general and administrative support.

Service charges recorded under this agreement were $1.3 million for each of the years ended December 31, 2024 and 2023.

Service charges recorded under this agreement were $0.6 million and $1.3 million for each of the years ended December 31, 2025 and 2024.

Under the Services Agreement, the Company has an option, exercisable through December 31, 2024, to enter into a collaborative services agreement with BioXcel LLC pursuant to which BioXcel LLC shall perform product identification and related services for us utilizing EvolverAI.

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Included in the 2025 and 2024 audit fees are $205,000 and $155,000, respectively, billed in connection with our follow-on offerings.

2024 and 2023 audit fees also include fees related to the audit and review of the registration statements of the Company’s subsidiary, OnkosXcel Therapeutics LLC, of $0 and $65,000, respectively.

Audit-related fees consisted of out-of-pocket costs for the annual audit.

All other fees consisted of a subscription fee to Ernst & Young’s U.S.

GAAP interpretive guidance and authoritative literature.

Pre-Approval Policies and Procedures

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Sixth Amendment to Credit Agreement and Guaranty, dated March 4, 2025, to the Credit Agreement and Guaranty, dated April 19, 2022, by and among the Company, as the borrower, certain subsidiaries of the Company from time to time party thereto as subsidiary guarantors, the lenders party thereto, and Oaktree Fund Administration LLC, as administrative agent (as amended)

Form of Seventh Amendment to Credit Agreement, dated March 12, 2025, to the Credit Agreement and Guaranty, dated April 19, 2022

Form of Eighth Amendment to Credit Agreement, dated April 22, 2025, to the Credit Agreement and Guaranty, dated April 19, 2022

Ninth Amendment to Credit Agreement, dated March 27, 2026, to the Credit Agreement and Guaranty, dated April 19, 2022

Commercial Supply Agreement, between ARx, LLC and BioXcel Therapeutics, Inc., dated April 1, 2022

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and the other parties thereto, dated September 19, 2023.

Form of Accompanying Warrant

Form of Pre-Funded Warrant

Form of Placement Agent Warrant

Securities Purchase Agreement dated as of March 10, 2026, between BioXcel Therapeutics, Inc.

and each purchaser identified therein.

Warrant Amendment Agreement, dated as of March 10, 2026

Insider Trading Policy

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Cash and cash equivalents

Restricted cash

Accounts receivable, net

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Accrued expenses

Current portion of long-term debt

Due to related parties

Accrued interest

Other current liabilities

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no shares issued and outstanding as of December 31, 2025 and December 31, 2024

Common stock, $ 0.001 par value, 200,000 and 100,000 shares authorized as of December 31, 2024 and December 31, 2023, respectively;

Common stock, $ 0.001 par value, 200,000 shares authorized as of December 31, 2025 and December 31, 2024;

22,328 and 3,102 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively

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Stock-based compensation

Exercise of stock options

Repricing of stock purchase warrants

Issuance of stock purchase warrants

Repricing of stock purchase warrants

Issuance of pre-funded stock purchase warrants

Vesting of restricted stock units, net of employee tax obligations

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Stock-based compensation

Issuance of stock purchase warrants

Repricing of stock purchase warrants

Issuance of pre-funded stock purchase warrants

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Payable-in-kind interest on Credit Agreement

Loss on disposal of equipment

Operating lease right-of-use assets

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Proceeds from issuance of common stock and warrants

Debt Issuance Costs

Payment of principal of Long-term debt

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Payment of employee tax obligations related to vesting restricted stock units

Exercise of stock options

Net cash provided by financing activities

Net decrease in cash and cash equivalents

Cash and cash equivalents, beginning of the period

Cash and cash equivalents, end of the period

Net decrease in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash, beginning of the period

Cash, cash equivalents and restricted cash, end of the period

Balance sheet reconciliation:

Cash and cash equivalents

Restricted cash

Total cash and cash equivalents and restricted cash as presented above

Supplemental cash flow information:

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Interest paid

Conversion of accrued interest to long-term debt

Litigation settlement liability and related other current assets (Note 18)

The accompanying notes are an integral part of these consolidated financial statements.

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BioXcel Therapeutics, Inc.

(“BTI” or the “Company”) is a biopharmaceutical company utilizing artificial intelligence (“AI”) approaches to develop transformative medicines in neuroscience and immuno-oncology.

(“BTI” or the “Company”) is a biopharmaceutical company built on artificial intelligence (“AI”) approaches to develop transformative medicines in neuroscience and immuno-oncology.

The Company is focused on utilizing cutting-edge technology and innovative research to develop high-value therapeutics aimed at transforming patients’ lives.

BTI employs a unique AI platform to reduce therapeutic development costs and potentially accelerate timelines.

BTI developed a proprietary AI platform to reduce therapeutic development costs and potentially accelerate development timelines.

The Company’s approach leverages existing approved drugs and/or clinically evaluated product candidates together with big data and proprietary machine learning algorithms to identify new therapeutic indices.

BTI management believes this differentiated approach has the potential to reduce the expense and time associated with drug development in diseases with substantial unmet medical needs.

As used in these consolidated financial statements, unless otherwise specified or the context otherwise requires, the terms “BioXcel LLC” refers to the Company’s former parent and current significant stockholder, BioXcel LLC and, its predecessor, BioXcel Corporation.

BTI management believes this differentiated approach has proven its potential to reduce the expense and time associated with drug development in diseases with substantial unmet medical needs.

As used in these consolidated financial statements, unless otherwise specified or the context otherwise requires, the terms “BioXcel LLC” refers to the Company’s former parent, BioXcel LLC and, its predecessor, BioXcel Corporation.

“OnkosXcel” refers to BTI’s wholly owned subsidiary for its advanced immuno-oncology assets, OnkosXcel Therapeutics, LLC.

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On July 6, 2022, BTI announced that IGALMI ® , was commercially available in doses of 120 and 180 micrograms.

The Company’s most advanced clinical development program is BXCL501.

The Company’s most advanced neuroscience clinical development program is BXCL501.

In indications other than those approved by the FDA as IGALMI ® , BXCL501 is an investigational proprietary, orally dissolving, film formulation of Dex for the treatment of agitation associated with psychiatric and neurological disorders.

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The accompanying consolidated financial statements include those of the Company and its subsidiaries after elimination of all intercompany accounts and transactions and have been prepared in conformity with United States (“U.S.”) Generally Accepted Accounting Principles (“GAAP”).

As of December 31, 2024, the Company had cash and cash equivalents of $ 29,854 and an accumulated deficit of $ 650,197 .

As of December 31, 2025, the Company had cash, cash equivalents and restricted cash of $ 28,757 and an accumulated deficit of $ 720,094 .

BTI has incurred substantial net losses and negative cash flows from operating activities in nearly every fiscal period since inception and expects this trend to continue for the foreseeable future.

The Company recognized net losses of $ 69,897 and $ 59,599 for the years ended December 31, 2025 and 2024, respectively, and had net cash used in operating activities of $ 57,615 and $ 72,027 for the years ended December 31, 2025 and 2024, respectively.

Under ASC Topic 205-40, Presentation of Financial Statements - Going Concern, management is required at each reporting period to evaluate whether there are conditions and events, considered in the aggregate, that raise substantial doubt about an entity’s ability to continue as a going concern within one year after the date that the financial statements are issued.

The Company’s history of significant losses, its negative cash flows from operations, potential near-term increased covenant-driven amortization payments under its Credit Agreement, its limited liquidity resources currently on hand, and its dependence on its ability to obtain additional financing to fund its operations after the current resources are exhausted, about which there can be no certainty, have resulted in management’s assessment that there is substantial doubt about the Company’s ability to continue as a going concern for a period of at least 12 months from the issuance date of the financial statements included in this Annual Report on Form 10-K.

This going concern evaluation takes into consideration the potential mitigating effect of management’s Reprioritization (as defined in Note 4, Restructuring).

doubt about an entity’s ability to continue as a going concern within one year after the date that the financial statements are issued.

The Company’s history of significant losses, its negative cash flows from operations, its current debt obligations, potential near-term increased covenant-driven amortization payments under its Credit Agreement (as defined in Note 9, Debt and Credit Facilities), its limited liquidity resources currently on hand, and its dependence on its ability to obtain additional financing to fund its operations after the current resources are exhausted, about which there can be no certainty, have resulted in management’s assessment that there is substantial doubt about the Company’s ability to continue as a going concern for a period of at least 12 months from the issuance date of the financial statements included in this Annual Report on Form 10-K.

This going concern evaluation takes into consideration the potential mitigating effect of management’s Clinical Reprioritization (as defined in Note 4, Restructuring).

When substantial doubt exists, management evaluates whether the mitigating effect of its plans sufficiently alleviates the substantial doubt about the Company’s ability to continue as a going concern.

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Generally, to be considered probable of being effectively implemented, the plans need to be approved by the Company’s Board of Directors.

The Company’s Reprioritization was approved by the Board of Directors on August 8, 2023;

The Company’s Clinical Reprioritization was approved by the Board of Directors on August 8, 2023;

however, such plans, including the additional restructuring actions taken in the second and third quarters of 2024, will not mitigate the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued.

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• any combination of the foregoing.

If the Company is unable to raise capital when needed or on acceptable terms, or if it is unable to procure collaboration arrangements to advance its programs, the Company would be forced to discontinue some of its operations or develop and implement a plan, beyond its Reprioritization initiatives, to further extend payables, reduce overhead, scale back or cease some or all of its revised operating plan until sufficient additional capital is raised to support further operations.

If the Company is unable to raise capital when needed or on acceptable terms, or if it is unable to procure collaboration arrangements to advance its programs, the Company would be forced to discontinue some of its operations or develop and implement a plan, beyond its Clinical Reprioritization initiatives, to further extend payables, reduce overhead, scale back or cease some or all of its revised operating plan until sufficient additional capital is raised to support further operations.

Summary of Significant Accounting Policies

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Estimates are used in the following areas, among others:

revenue recognition, inventory valuation, derivative liabilities, stock-based compensation expense, accrued expenses and income taxes.

revenue recognition, derivative liabilities, stock-based compensation expense, inventory, accrued expenses and income taxes.

Although these estimates are based on the Company’s knowledge of current events and actions it may undertake in the future, actual results may ultimately materially differ from these estimates.

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On February 10, 2025, the Company completed a 1-for-16 reverse stock split of its issued and outstanding common stock (the “Reverse Stock Split”).

As a result of the Reverse Stock Split, each 16 shares of common stock issued and outstanding immediately prior to February 10, 2025 were automatically converted into one of a share of common stock.

As a result of the Reverse Stock Split, each 16 shares of common stock issued and outstanding immediately prior to February 10, 2025 were automatically converted into one share of common stock.

The Reverse Stock Split affected all common stockholders uniformly and did not alter any stockholder's percentage interest in the Company's equity, except to the extent that the Reverse Stock Split would result in a stockholder owning a fractional share.

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BTI management believes it mitigates such risk by investing in or through major financial institutions.

Restricted Cash

Restricted Cash represents cash required to be set aside as collateral under a letter of credit for our annual Directors and Officers (D&O) insurance premiums which are financed and paid over the next three months.

The restriction will lapse when the D&O insurance premiums are paid.

Accounts Receivable, Net

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If actual market conditions are less favorable than projected, write-downs of inventory may be required.

Deferred Initial Public Offering Costs

Deferred initial public offering costs of $ 2,570 , consisted of legal, accounting, and other costs that were directly related to the Company’s proposed initial public offering of OnkosXcel.

These costs were charged to the Consolidated Statements of Operations during the year ended December 31, 2023 as the initial public offering was delayed for an extended period of time.

The costs were recorded as Selling, general and administrative expenses.

Property and Equipment

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ROU assets represent BTI’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease.

Operating lease ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term.

Operating lease ROU assets and lease liabilities

are recognized at commencement date based on the present value of lease payments over the lease term.

The Company uses the implicit rate when readily determinable.

As BTI’s leases do not provide an implicit rate, it used an incremental

borrowing rate based on the information available at commencement date in determining the present value of lease payments.

As BTI’s leases do not provide an implicit rate, it used an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.

The operating lease ROU asset also includes any prepaid lease payments made and is reduced by lease incentives.

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In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible.

Due to Related Parties

Due to related parties is comprised of amounts contractually owed for various services provided to the Company from related parties, primarily fees owed to the Board of Directors and its committees.

Revenue Recognition

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BTI recognizes revenue when its customers obtain control of promised goods or services, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services.

To determine revenue recognition, BTI management performs the following five steps:

To determine revenue

recognition, BTI management performs the following five steps:

(i) identify the contract(s) with a customer;

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government programs that are eligible for rebates on the price they pay for the product.

To determine the appropriate amount to reserve for these rebates, BTI applies the applicable government discount to these sales, and estimates the portion of total rebates that it anticipates will be claimed.

The Company deducts certain government rebates from gross product

revenue and accounts receivable at the time it recognizes the related revenue;

To determine the appropriate amount to

reserve for these rebates, BTI applies the applicable government discount to these sales, and estimates the portion of total rebates that it anticipates will be claimed.

The Company deducts certain government rebates from gross product revenue and accounts receivable at the time it recognizes the related revenue;

other government rebates are recognized as an accrued liability at the time BTI recognizes the related revenue.

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Recently adopted accounting pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment reporting, which requires disclosure of incremental segment information on an annual and interim basis.

The standard is effective for years beginning after December 15, 2023, and interim periods beginning after December 15, 2024 and early adoption is permitted.

The Company adopted the new standard in fiscal year 2024 for annual and retrospective reporting periods with all interim disclosures to begin in the first quarter of fiscal year 2025.

For additional information, see Note 19, Segment Information .

Accounting Pronouncements effective in future periods

In March 2024, the FASB issued ASU 2024-01, Compensation – Stock Compensation (Topic 718) – Scope application of profit interest and similar awards, which clarifies how an entity determines whether a profits interest or similar award is within the scope of Topic 718 or if it is not a share-based payment arrangement and therefore within the scope of other guidance.

ASU 2024-01 is effective for annual periods beginning after December 15, 2024, and interim periods within those annual periods.

The Company adopted this accounting standard effective January 1, 2025 and its adoption on a prospective basis did not have a significant impact on our financial statements.

In December 2023, the FASB issued ASU 2023-09, Improvements to income tax disclosures, which requires disclosure of disaggregated income taxes paid by jurisdiction, enhances disclosures in the effective tax rate reconciliation and modifies other income tax-related disclosures.

The amendments are effective for annual periods beginning after December 15, 2024.

The Company is currently evaluating the effect of adopting this guidance on its consolidated financial statements.

The Company adopted this standard in fiscal year 2025 on a prospective basis and included the required disclosures in Note 16, Income Taxes .

Accounting Pronouncements effective in future periods

In November 2024, the FASB issued ASU 2024-03, Income statement-reporting comprehensive income-expense disaggregation disclosures, which requires public entities to disclose specified information about certain costs and expenses.

ASU 2024-03 is effective for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted.

The Company is evaluating the effect of adopting this guidance on its consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets.

The amendments provide a practical expedient and, if applicable, an accounting policy election to simplify the measurement of credit losses for certain receivables and contract assets.

The amendments are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods.

Early adoption is permitted in any interim or annual period in which financial statements have not yet been issued or made available for issuance.

We are currently evaluating the impact of this amendment and do not expect that the adoption of this guidance will have a material impact on our consolidated financial statements and accompanying notes.

Restructuring

On August 8, 2023, the Company’s Board of Directors approved a broad-based strategic reprioritization (the “Reprioritization”).

The Company took actions to reduce certain operational and workforce expenses that were no longer deemed core to ongoing operations in order to extend its cash runway and drive innovation and growth in high potential clinical development and value creating opportunities.

These actions included a shift in commercial strategy for IGALMI ® in the institutional setting, a reduction of in-hospital commercialization expenses, a suspension of programs no longer determined to be core to ongoing operations, and a prioritization of at-home treatment setting opportunities for BXCL501.

As part of this strategy, the Company’s Board of Directors approved a reduction of approximately 60 % of the Company’s workforce.

The Company notified impacted employees on August 14, 2023 and recorded total restructuring costs of $ 4,163 for the year ended December 31, 2023.

These costs consisted of severance and benefit costs of $ 4,063 and contract termination costs of $ 100 .

The Company paid $ 3,998 of severance and benefit costs and $ 100 of contract termination costs in the year ended December 31, 2023.

The Reprioritization is substantially complete as of December 31, 2023, and any remaining costs are expected to be paid during the first quarter of 2024.

On May 8, 2024 the Company took additional actions as part of its continued efforts to preserve cash and prioritize investment in its core clinical programs.

As part of these actions, the Company initiated a further reduction of approximately 15 % of the Company’s then current workforce.

The Company notified impacted employees on May 8, 2024 and recorded total restructuring costs of $ 856 for the three months ended June 30, 2024.

These costs consisted of severance and benefit costs, all of which were paid during the three months ended June 30, 2024.

On September 17, 2024, the Company approved a plan for an additional reduction in its workforce of 15 employees, or approximately 28 % of the Company’s headcount (the “Clinical Prioritization”), in order to extend its cash runway and prioritize investment on the clinical development of its lead neuroscience asset, BXCL501.

The Company incurred aggregate charges in connection with the Clinical Prioritization of $ 1,586 which relate primarily to severance and benefits costs.

Accordingly, the Company recorded a restructuring charge of $ 1,553 in the third quarter 2024, and $ 33 in the fourth quarter.

The Company completed the Clinical Prioritization in October 2024, and paid $ 983 of the related costs during the fourth quarter of 2024 and expects to pay the remaining $ 603 in the first quarter of 2025, which is included in Accrued Expenses on the Consolidated Balance at December 31, 2024.

On May 8, 2024, the Company took actions as part of its continued efforts to preserve cash and prioritize investment in its core clinical programs.

The Company reduced its workforce by approximately 15 % and notified impacted employees on May 8, 2024.

All related restructuring costs were paid in the second quarter of 2024.

On September 17, 2024, the Company reduced its workforce by an additional 28 % to extend its cash runway and prioritize clinical development of BXCL501.

The Company completed the Clinical Reprioritization in October 2024, paid $ 475 of the related costs during the first quarter of 2025, and paid the remaining $ 128 during the second quarter of 2025.

On April 8, 2025, the Board unanimously approved (i) the payment of a retention bonus to all non-executive employees in the total aggregate amount of $ 1,522 , to be paid in two equal installments and (ii) the issuance of 66 RSUs which fully vest on the one-year anniversary of the grant date.

The first installment of the retention bonus was paid on April 30, 2025 and the second installment was paid on September 30, 2025.

Each such installment payment is subject to the applicable employee’s continued employment through December 31, 2025.

On September 16, 2025, the Company dissolved its operations in the Czech Republic and paid $ 194 in closure related expenses during the third quarter of 2025.

Inventory consists of the following:

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We agreed to negotiate any such collaborative services agreement in good faith and to incorporate reasonable market-based terms, including consideration for BioXcel LLC reflecting a low, single-digit royalty on net sales and reasonable development and commercialization milestone payments, provided that (i) development milestone payments shall not exceed $ 10,000 in the aggregate and not be payable prior to proof of concept in humans and (ii) commercialization milestone payments shall be based on reaching annual net sales levels, be limited to 3 % of the applicable net sales level, and not exceed $ 30,000 in the aggregate.

We did not exercise our option to renew the agreement for product identification and related services utilizing BioXcel LLC’s EvolverAI.

The Company did not exercise our option to renew the agreement for product identification and related services utilizing BioXcel LLC’s EvolverAI.

Subsequent to December 31, 2024 no development activity has been carried out by BioXcel LLC and none is contemplated.

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Payable-in-kind ("PIK") interest

Total long-term debt liability

Total debt liability

Unamortized debt premiums, discounts and issuance costs

Total long-term debt

Less current portion of debt

Long-term debt

On April 19, 2022, the Company entered into two strategic financing agreements:

(i) a Credit Agreement and Guaranty (the “Credit Agreement”) by and among the Company, as the borrower, certain subsidiaries of the Company from time to time party thereto as subsidiary guarantors, the lenders party thereto (the “Lenders”), and Oaktree Fund Administration LLC (“OFA”) as administrative agent, and (ii) a Revenue Interest Financing Agreement (the “RIFA”;

and together with the Credit Agreement, the “OFA Facilities”) by and among the Company, the purchasers party thereto (the “RIFA Purchasers”) and OFA as administrative agent.

Under the OFA Facilities, the Lenders and the RIFA Purchasers agreed to, in the aggregate between the two OFA Facilities, provide up to $ 260,000 in gross funding to support the Company’s commercial activities of IGALMI ® sublingual film.

and together with the Credit Agreement, the “OFA Facilities”) by and among the Company, the purchasers party thereto (the “Purchasers”) and OFA as administrative agent.

Under the OFA Facilities, the Lenders and the Purchasers agreed to, in the aggregate between the two OFA Facilities, provide up to $ 260,000 in gross funding to support the Company’s commercial activities of IGALMI ® sublingual film.

In addition, the OFA Facilities are intended to support the expansion of clinical development efforts of BXCL501, which includes a Phase 3 program for the acute treatment of agitation in patients with Alzheimer’s disease, and for general corporate purposes.

The Lenders and RIFA Purchasers are comprised of affiliates of Oaktree Capital Management, L.P.

The Lenders and Purchasers are comprised of affiliates of Oaktree Capital Management, L.P.

and Qatar Investment Authority.

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In connection with the Second Amendment, the Company agreed to pay to the Lenders an exit fee equal to 0.25 % of the loans under the Credit Agreement repaid upon maturity or prepayment of the loans (which exit fee is in addition to, and not in lieu of, the exit fee provided for by the First Amendment).

As of September 30, 2024, $ 100,000 in commitments under the Credit Agreement remains unfunded, and Oaktree has an Equity Investment Right (as defined below) to purchase up to $ 5,000 of Common Stock from the Company.

As of December 31, 2025, there are no remaining unfunded commitments under the Credit Agreement.

The blended effective interest rate on the Tranches A-1 and A-2 as of December 31, 2025 was approximately 15.3 %.

The remaining tranches may be borrowed at the Company’s option prior to December 31, 2024, subject to satisfaction of certain conditions, including regulatory and financial milestones.

The remaining tranches may be borrowed at the Company’s option subject to satisfaction of certain conditions, including regulatory and financial milestones.

Tranche B of the Credit Agreement is $ 20,000 and is available upon satisfaction of certain conditions and financial milestones.

Tranche C of the Credit Agreement is $ 30,000 and is available upon satisfaction of certain conditions, including receipt of certain regulatory and financial milestones.

Tranche B expired on December 31, 2024.

Tranche C of the Credit Agreement is $ 30,000 and is available upon satisfaction of certain conditions, including receipt of certain regulatory and financial milestones met on or before December 31, 2025.

Tranche D of the Credit Agreement is $ 50,000 and is available upon satisfaction of the Tranche C Term Loans conditions precedent to, and the funding of Tranche C Loans, including specified minimum net sales of the Company attributable to sales of BXCL501 for a trailing twelve consecutive month period, on or before December 31, 2025.

Tranches C and D expired on December 31, 2025.

The loans under the Credit Agreement do not amortize and mature on April 19, 2027.

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The Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants, including, among other things, restrictions on indebtedness, liens, investments, mergers, dispositions, prepayment of other indebtedness, and dividends and other distributions, subject to certain exceptions, including specific exceptions with respect to product commercialization and development activities.

loans, $ 20,000 , and (c) from and after the Company’s satisfaction of the funding conditions for the Tranche C loans, $ 15,000 , provided, that the liquidity covenant applicable at any time will be increased upon certain events related to a sale of OnkosXcel (up to a maximum amount equal to $ 37,500 ), provided that the minimum liquidity amount will in no event exceed 50 % of the aggregate amount of loans outstanding under the Credit Agreement at any time;

The Company must also comply with certain financial covenants, including (i) maintenance of cash or permitted cash equivalent investments in accounts controlled by OFA for the Lenders, of at least (a) initially, $ 15,000 , (b) from and after the funding of the Tranche B loans, $ 20,000 , and (c) from and after the Company’s satisfaction of the funding conditions for the Tranche C loans, $ 15,000 , provided, that the liquidity covenant applicable at any time will be increased upon certain events related to a

sale of OnkosXcel (up to a maximum amount equal to $ 37,500 ), provided that the minimum liquidity amount will in no event exceed 50 % of the aggregate amount of loans outstanding under the Credit Agreement at any time;

and (ii) a minimum revenue test, measured quarterly beginning with the Company’s fiscal quarter ending on December 31, 2024 (such six-month period the “Revenue Covenant Measurement Period”), that requires it and its subsidiaries’ consolidated net revenue for the six consecutive month period ending on the last day of each such fiscal quarter to not be less than a minimum revenue amount specified in the Credit Agreement (such testing date, the “Revenue Covenant Measurement Testing Date” and the covenant described in this clause (ii) the “Revenue Covenant”).

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On March 20, 2024 (the “Effective Date”), the Company entered into the Fourth Amendment to the Credit Agreement and Guaranty (the “Fourth Amendment”), which amended the Credit Agreement.

Pursuant to the Fourth Amendment, the Lenders agreed to waive the covenant that the Company shall not receive a report and opinion from the Company’s independent registered public accounting firm that contains a “going concern” or similar qualification with respect to the Company’s financial statements for the year ended December 31, 2023.

Pursuant to the Fourth Amendment, the Lenders agreed to waive the covenant that the Company shall not receive a report and opinion from the

Company’s independent registered public accounting firm that contains a “going concern” or similar qualification with respect to the Company’s financial statements for the year ended December 31, 2023.

Accordingly, while the Company’s independent registered public accounting firm’s report contained in the Annual Report on Form 10-K for the fiscal year ended December 31, 2023 contains a “going concern” explanatory paragraph, it does not constitute an event of default under the Credit Agreement.

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As a result, at September 30, 2024, the Minimum Liquidity Amount increased to $ 25,000 .

As of September 30, 2024, we were in compliance with all restrictive and financial covenants under the Credit Agreement.

Waiver and Fifth Amendment to Credit Agreement and Guaranty

On November 21, 2024, the Company entered into the Fifth Amendment to Credit Agreement and Guaranty and First Amendment to Fourth Amendment to Credit Agreement and Guaranty (the “Fifth Amendment”), which amended the Credit Agreement and Guaranty, dated April 19, 2022, by and among the Company, as the borrower, certain subsidiaries of the Company from time to time party thereto as subsidiary guarantors, the lenders party thereto (the “Lenders”), and Oaktree Fund Administration LLC (“OFA”) as administrative agent (as amended by the Waiver and First Amendment to Credit Agreement and Guaranty, dated as of November 13, 2023, the Second Amendment to Credit Agreement and Guaranty and Termination of Revenue Interest Financing Agreement, dated as of December 5, 2023, the Third Amendment to Credit Agreement, dated as of February 12, 2024, and the Fourth Amendment to Credit Agreement and Guaranty, dated as of March 20, 2024 (the “Fourth Amendment”), the “Existing Credit Agreement”).

Pursuant to the Fifth Amendment, the Lenders agreed to, among other things, (i) waive the Credit Agreement’s covenant that the report and opinion the Company will receive from its independent registered public accounting firm with respect to the financial statements for the year ending December 31, 2024 will not contain a “going concern” or similar qualification, (ii) permanently waive the Credit Agreement’s minimum revenue covenant, and (iii) waive the Fourth Amendment’s requirement that the Company raise, after the effective date of the Fourth Amendment and on or before November 30, 2024, at least $ 50,000 in gross cash proceeds from the issuance of its common stock, warrants, and/or pre-funded warrants, and/or in cash and/or non-cash consideration from newly entered-into partnering transactions.

The Fifth Amendment includes a new capital raising covenant requiring that the Company receive (A) after the effective date of the Fifth Amendment and on or prior to November 27, 2024, at least $ 7,000 in gross cash proceeds from the issuance of the Company’s common stock, warrants and/or pre-funded warrants(“Raise 1”), (B) after the effective date of the Fifth Amendment and on or before March 15, 2025 (provided that the Company was required to use its commercially reasonable efforts to satisfy the requirement by February 15, 2025), at least $ 18,000 in net cash proceeds (including the proceeds of Raise 1) from (i) the issuance of the Company’s common stock, warrants and/or pre-funded warrants, (ii) non-refundable cash consideration from partnering transactions entered into after the effective date of the Fifth Amendment (so long as such partnering transactions would not require the Company or any of its subsidiaries to make any cash investments in connection with the partnering transactions and no such cash investments are made), (iii) the issuance of the Company’s subordinated debt (subject to terms set forth in the Fifth Amendment), and/or (iv) asset sales permitted pursuant to the Credit Agreement or consented to by the Lenders (such capital raise, “Raise 2”), and (C) after the effective date of the Fifth Amendment and on or prior to the earlier of (x) August 15, 2025 and (y) the date that is 30 days after the final data readout of the SERENITY At-Home Phase 3 trial, at least $ 29,000 in net cash proceeds (including the proceeds from Raise 1 and Raise 2) from the same permitted capital raising activities listed in the preceding clause (B).

before November 30, 2024, at least $ 50,000 in gross cash proceeds from the issuance of its common stock, warrants, and/or pre-funded warrants, and/or in cash and/or non-cash consideration from newly entered-into partnering transactions.

The Company has raised sufficient net proceeds to date to satisfy this requirement.

In connection with the Fifth Amendment and the required capital raises described in the preceding paragraph, the Lenders agreed to modify the Credit Agreement’s minimum liquidity covenant to require minimum cash liquidity of $ 7,500 (instead of $ 25,000 ) from and after the closing of Raise 1until March 30, 2025.

On March 31, 2025, the minimum liquidity amount will increase to $ 10,000 and on September 30, 2025, the minimum liquidity amount will further increase to $ 15,000 .

On March 31, 2025, the minimum liquidity amount increased to $ 10,000 and on September 30, 2025, the minimum liquidity amount increased to $ 15,000 .

In connection with the Fifth Amendment, the Company paid a one-time amortization payment of $ 2,500 principal amount, together with accrued and unpaid interest and a portion of the prepayment fee and other fees payable in December 2024.

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The Fifth Amendment amends the negative covenants under the Credit Agreement to remove flexibility the Company and its subsidiaries previously had thereunder to undertake various transactions, including, without limitation, with respect to potential dispositions of OnkosXcel or out-licenses by OnkosXcel of its intellectual property.

Pursuant to the Fifth Amendment, the Company committed to appoint a new independent board director (subject to customary background checks, applicable law, confirmation of independence and Nasdaq rules), and to provide the independent director with various privileges and committee memberships on the board of directors of the Company

(including the appointment of such director on committee to be formed to focus on capital raising and evaluate strategic options).

The Company also agreed to engage an investment banker reasonably acceptable to OFA and the Lenders to assist the Company and its board of directors with evaluating and exploring strategic options.

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Finally, pursuant to the Fifth Amendment, the Company is restricted from paying cash bonuses for its employees or executives during the fiscal years 2024 and 2025 without OFA’s consent or increasing the cash compensation for fiscal year 2025 for certain senior officers of the Company from their compensation for fiscal year 2024.

Revenue Interest Financing Agreement

As noted, the RIFA was terminated when the Company entered into the Second Amendment, which amended the Credit Agreement (as amended by the First Amendment).

The $ 30,000 Tranche A previously provided to the Company under the RIFA was converted to the Tranche A-2 Term Loan.

Prior to termination, the RIFA provided up to $ 120,000 in potential financing in exchange for a capped revenue interest on net sales of IGALMI ® , and other future BXCL501 products, if any, that received regulatory approval for sale.

The initial Tranche A of $ 30,000 was funded on July 8, 2022.

Under the terms of the RIFA, the Purchasers were to receive tiered revenue interest payments on U.S.

net sales of IGALMI ® , and other future BXCL501 products, if any, that receive regulatory approval for sale, equal to a royalty ranging from 0.375 % to 7.750 % of net sales of IGALMI ® , and other future BXCL501 products, if any, approved for sale in the U.S., subject to a hard cap equal to 1.75 x the total amount funded.

The Company would also have been required to make certain additional payments to the Purchasers from time to time to ensure that the aggregate amount of payments received by the Purchasers under the RIFA were at least equal to certain agreed upon minimum levels as of certain specified dates, subject to terms and conditions set forth in the RIFA.

Revenue interest payments due under the RIFA were payable quarterly based on net sales.

Sixth, Seventh, and Eighth Amendment to Credit Agreement

On March 4, 2025, the Company entered into the Sixth Amendment to our Credit Agreement, which extended the deadline to engage an investment banker.

The Company subsequently entered into the Seventh and Eighth Amendments on March 12, 2025 and April 22, 2025, respectively, and collectively, these amendments extended the deadline to July 31, 2025.

The Company retained an investment banker prior to July 31, 2025.

As of December 31, 2025, the Company was in compliance with all restrictive and financial covenants under the Credit Agreement.

Warrants and Equity Investment Right

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As part of the Credit Agreement, OnkosXcel, a wholly owned subsidiary of BTI, granted warrants to the Lenders to purchase 175 individual limited liability company units (which number of units is not in thousands;

referred to herein as

the “OnkosXcel Warrants”).

referred to herein as the “OnkosXcel Warrants”).

The strike price of the OnkosXcel Warrants is formulaic based on the value of OnkosXcel at the time of exercise and can only be exercised upon occurrence of an equity related liquidity event for OnkosXcel of at least $ 20,000 .

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In connection with the closing of the Fifth Amendment, the Company agreed to, substantially concurrently with the closing of Raise 1, grant new warrants to the Lenders to purchase an aggregate of 313 shares of common stock on the closing date of the Fifth Amendment, at an exercise price of $ 0.16 per share (the “New Warrants”).

The New Warrants will expire on the seventh anniversary of their issuance.

During the three months ended June 30, 2025, the Company issued 284 shares of Common Stock in connection with the cashless exercises of the 313 New Warrants.

In addition, the Company agreed to, substantially concurrently with the closing of Raise 1, amend and restate all warrants to purchase stock of the Company issued to the Lenders prior to the effective date of the Fifth Amendment, to revise the exercise price thereunder to an exercise price equal to the lower of (i) the price per share of the common stock of the Company issued in Raise 1 and (ii) arithmetic average of the volume-weighted average price of the Company’s common stock on the Nasdaq Capital Market during the 30 trading days preceding Raise 1 (such existing warrants, as amended and restated, the “Original Warrants”).

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The exercise price per unit of the OnkosXcel Warrants will be set upon the earlier of the closing of the next sale (or series of related sales) by OnkosXcel of equity securities of OnkosXcel with aggregate proceeds of not less than $ 20,000 to unrelated third parties (the “Next Equity Financing”) at an exercise price per unit equal to a 10 % premium over the price per unit of the equity securities sold by OnkosXcel in such Next Equity Financing or, in the event of a sale of OnkosXcel prior to the Next Equity Financing or an initial public offering constituting the Next Equity Financing, the lesser of (x) 75 % of the fair value of the consideration to be paid for a unit upon the consummation of such transaction and (y) 150 % of the valuation applicable to the initial profits units issued by OnkosXcel after the closing of the Credit Agreement.

applicable to the initial profits units issued by OnkosXcel after the closing of the Credit Agreement.

The OnkosXcel Warrants are transferable with approval from BTI, which cannot be unreasonably withheld, expire on April 19, 2029, and may be net exercised at the holder’s election.

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The Company recorded the termination gain of $ 1,263 within Other (income) expense, net in the Company’s Consolidated Statements of Operations for the carrying value of the Equity Investment Right.

With respect to the Securities Purchase Agreement discussed in Note 11, Common Stock Financing Activities , BTI determined that the Accompanying Warrants fail the equity classification criteria and are therefore classified as liabilities in accordance with ASC 480, Distinguishing Liabilities from Equity ("ASC 480") and ASC 815, Derivatives and Hedging (“ASC 815”).

The Accompanying Warrants failed to meet the requirements to be indexed to equity and equity

classified, and meet the definition of a derivative instrument.

With respect to the Purchase Agreement discussed in Note 11, Common Stock Financing Activities , BTI determined that the Accompanying Warrants fail the equity classification criteria and are therefore classified as liabilities in accordance with ASC 480, Distinguishing Liabilities from Equity ("ASC 480") and ASC 815, Derivatives and Hedging (“ASC 815”).

The Accompanying Warrants failed to meet the requirements to be indexed to equity and equity classified, and meet the definition of a derivative instrument.

Therefore, these instruments are recorded as Derivative liabilities in the Consolidated Balance Sheet as of December 31, 2025.

The respective derivative liabilities were recorded at fair value on the date of issuance in the amount of $ 19,347 and are revalued on each balance sheet date until such instruments are settled or expire, with changes in the fair value between reporting periods recorded within Other (income) expense, net in the Company’s Consolidated Statements of Operations.

The respective derivative liabilities were recorded at fair value on the date of issuance and are revalued on each balance sheet date until such instruments are settled or expire, with changes in the fair value between reporting periods recorded within Other (income) expense, net in the Company’s Consolidated Statements of Operations.

We value the Accompanying Warrants using the Black-Scholes option pricing model as discussed in Note 14, Fair measurements .

On November 21, 2024, the exercise price of 534 of the Accompanying Warrants was reduced from $ 51.20 to $ 9.136 per share.

As a result of the repricing, the Company recorded the increase in fair value of $ 1,000 as an increase to the carrying value of Derivative liabilities, recorded as an increase to their carrying value, and as a loss in Other (income) expense, net, in the Company’s Consolidated Statements of Operations.

For the year ended December 31, 2024, the Company recorded total net gains of $ 17,027 , including the $ 1,000 repricing loss, in Other (income) expense, net, in the Company’s Consolidated Statements of Operations.

As a result of the repricing, the Company recorded the increase in fair value of $ 1,000 as an increase to the carrying value of Derivative liabilities, and as a loss in Other (income) expense, net, in the Company’s Consolidated Statements of Operations.

For the years ended December 31, 2025 and 2024, the Company recorded total net gains of $ 1,818 and $ 17,027 , respectively (including the $ 1,000 repricing loss in 2024), in Other (income) expense, net, in the

Company’s Consolidated Statements of Operations.

As of December 31, 2025, the fair value of the Accompanying Warrants was $ 502 .

On November 25, 2024, as discussed below, the Company issued additional warrants (the “November 2024 Accompanying Warrants”).

On November 25, 2024, with respect to the Underwriter Agreement discussed in Note 11, Common Stock Financing Activities , the Company issued additional warrants (the “November 2024 Accompanying Warrants”).

The November 2024 Accompanying Warrants failed to meet the requirements to be indexed to equity and equity classified, and meet the definition of a derivative instrument.

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The respective derivative liabilities were recorded at fair value on the date of issuance in the amount of $ 5,562 and are revalued on each balance sheet date until such instruments are settled or expire, with changes in the fair value between reporting periods recorded within Other (income) expense, net in the Company’s Consolidated Statements of Operations.

For the year ended December 31, 2024, the Company recorded total net gains of $ 1,289 in Other (income) expense, net, in the Company’s Consolidated Statements of Operations.

For the years ended December 31, 2025 and 2024, the Company recorded total net gains of $ 3,339 and $ 1,289 , respectively, in Other (income) expense, net, in the Company’s Consolidated Statements of Operations.

As of December 31, 2025, the fair value of the November 2024 Accompanying Warrants was $ 934 .

On March 3, 2025, with respect to the March 2025 Offering discussed in Note 11, Common Stock Financing Activities , the Company issued additional warrants (the “March 2025 Accompanying Warrants”).

The March 2025 Accompanying Warrants failed to meet the requirements to be indexed to equity and equity classified, and meet the definition of a derivative instrument.

Therefore, these instruments are recorded as Derivative liabilities in the Consolidated Balance Sheet as of December 31, 2025.

The respective derivative liabilities were recorded at fair value on the date of issuance in the amount of $ 2,831 and are revalued on each balance sheet date until such instruments are settled or expire, with changes in the fair value between reporting periods recorded within Other (income) expense, net in the Company’s Consolidated Statements of Operations.

In August 2025, 2,300 of the March 2025 Accompanying Warrants were exercised.

In connection with the exercise, the Company remeasured the fair value of the warrant liability, resulting in a recognized net loss of $ 9,920 recorded in Other (income) expense, net in the Company’s Consolidated Statements of Operations.

As of December 31, 2025, the fair value of the remaining 1,700 March 2025 Accompanying Warrants was $ 354 .

For the year ended December 31, 2025, the Company recorded a net gain of $ 849 for the remaining warrants in Other (income) expense, net, in the Company’s Consolidated Statements of Operations.

In connection with the March 2025 Offering discussed in Note 11, Common Stock Financing Activities , the Company also issued option warrants (the “Option Warrants”).

The Option Warrants failed to meet the requirements to be indexed to equity and equity classified, and meet the definition of a derivative instrument.

Therefore, these instruments are initially recorded as Derivative liabilities.

The respective derivative liabilities were recorded at fair value on the date of issuance in the amount of $ 369 .

The Option Warrants expired on March 18, 2025 without being exercised, and the Company recorded a termination gain of $ 369 in Other (income) expense, net, in the Company’s Condensed Consolidated Statements of Operations.

As of December 31, 2025, the fair value of the Option Warrants was $ 0 .

Common Stock Financing Activities

Jeffries At-the-Market Program

In May 2021, the Company entered into an Open Market Sale Agreement (as amended, supplemented and/or restated from time to time, the “Sale Agreement”) with Jefferies LLC (“Jefferies”) pursuant to which the Company could offer and sell shares of its common stock, having an aggregate offering price of up to $ 100,000 , from time to time, through an “at the market offering” program under which Jefferies will act as sale agent.

In November 2023, the Company amended the Sale Agreement to increase the size of the “at the market offering" program to $ 150,000 .

For the year ended December 31, 2023, the Company sold 88 shares of its common stock for a gross amount of $ 27,032 , incurred issuance costs of $ 811 , and received net proceeds of $ 26,221 .

On March 26, 2025, the Company and Jefferies terminated that certain Open Market Sales Agreement.

There have been no sales of the Company’s common stock under the Sale Agreement for the year ended December 31, 2025.

For the year ended December 31, 2024, the Company sold 240 shares of its common stock for a gross amount of $ 7,682 , incurred issuance costs of $ 231 , and received net proceeds of $ 7,451 .

March 2024 Offering

On March 25, 2024, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the purchasers named therein (collectively, the “Purchasers”).

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The Pre-Funded Warrants are exercisable at any time after the date of issuance.

For the year ended December 31, 2024, 348 Pre-Funded Warrants were exercised and the same number of shares of common stock were issued in exchange for $ 6 of proceeds received.

For the year ended December 31, 2024, all 348 Pre-Funded Warrants were exercised and the same number of shares of common stock were issued in exchange for $ 6 of proceeds received.

The Accompanying Warrants have an exercise price per share of common stock equal to $ 51.20 per share.

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Therefore, these instruments are recorded as Derivative liabilities in the Consolidated Balance Sheet as of December 31, 2025.

November 2024 Offering

On November 22, 2024, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Canaccord Genuity LLC, as underwriter (the “Underwriter”), in connection with the issuance and sale by the Company in a public offering of (i) 350 shares of the Company’s common stock, and accompanying warrants (the “November 2024 Accompanying Warrants”) to purchase 350 shares of Common Stock, at a combined public offering price of $ 7.68 per share, and, in lieu thereof to certain investors, (ii) pre-funded warrants to purchase 563 shares of Common Stock, and accompanying warrants (the “November 2024 Accompanying Warrants”) to purchase 563 shares of Common Stock, at a combined public offering price of $ 7.664 per pre-funded warrant, which equals the public offering price per share of Common Stock and accompanying warrant less the $ 0.016 exercise price per share of the pre-funded warrants, less underwriting discounts and commissions, pursuant to an effective shelf registration statement on Form S-3 (Registration No.

333-275261) and a related prospectus supplement filed with the Securities and Exchange Commission.

The Company received net proceeds from the offering of approximately $ 6,128 , after deducting underwriting discounts and commissions and offering expenses of $ 871 .

The Company used the net proceeds of the offering to fund the SERENITY At-Home trial, prepare for the initiation of the TRANQUILITY In-Care trial, working capital and general corporate purposes.

The Pre-Funded Warrants have an exercise price per share of common stock equal to $ 0.016 per share.

The exercise price and the number of shares of common stock issuable upon exercise of the Pre-Funded Warrants are subject to appropriate adjustments in the event of certain stock dividends and distributions, stock splits, stock combinations,

reclassifications or similar events affecting the common stock.

The Pre-Funded Warrants are exercisable at any time after the date of issuance.

The Pre-Funded Warrants meet the equity classification criteria and are therefore classified as equity.

For the year ended December 31, 2024, 80 Pre-Funded Warrants were exercised and the same number of shares of common stock were issued in exchange for $ 1 of proceeds received.

Each of the November 2024 Accompanying Warrants in the offering is subject to customary beneficial ownership limitations on exercisability, is exercisable at any time after the date of issuance of such warrant and, in the case of the accompanying warrants, will expire on the fifth anniversary of the date of issuance.

Each of the November 2024 Accompanying Warrants will have an exercise price of $ 7.68 per underlying share of Common Stock.

The remaining 483 Pre-Funded Warrants were exercised and the same number of common stock were issued during the first three months of 2025 in exchange for $ 8 of proceeds received.

The November 2024 Accompanying Warrants have an exercise price per share of common stock equal to $ 7.68 per share.

The exercise price and the number of shares of common stock issuable upon exercise of the November 2024 Accompanying Warrants are subject to appropriate adjustments in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the common stock.

The November 2024 Accompanying Warrants are exercisable at any time after the date of issuance and will expire on the fifth anniversary of the date of issuance.

The November 2024 Accompanying Warrants do not meet certain scope exceptions under U.S.

GAAP, primarily because they did not meet the requirements to be indexed to equity and equity classified, and the instruments meet the definition of a derivative instrument.

Therefore, these instruments are recorded as Derivative liabilities in the Consolidated Balance Sheet as of December 31, 2025.

March 2025 Offering

On March 3, 2025, the Company entered into a purchase agreement (the “March 2025 Offering”) with a purchaser.

Pursuant to the March 2025 Offering, the Company agreed to issue and sell to the purchaser and the purchaser agreed to buy in a registered direct offering (i) an aggregate of 188 shares (the “Shares”) of Common Stock at an offering price of $ 3.50 per Share, (ii) Pre-Funded Warrants to purchase up to 3,812 shares of Common Stock, at an offering price of $ 3.499 per share underlying the Pre-Funded Warrants, which equals the offering price per share less the $ 0.001 exercise price per share of the Pre-Funded Warrants, and (iii) an aggregate of 4,000 accompanying warrants (the “March 2025 Accompanying Warrants”) to purchase up to 4,000 shares of Common Stock at an offering price of $ 4.20 per accompanying warrant, pursuant to an effective registration statement on Form S-3 (File No.

333-275261), including the base prospectus included therein, and prospectus supplement filed with the SEC on March 4, 2025.

The Company received net proceeds from the offering of approximately $ 12,957 , after deducting underwriting discounts and commissions and offering expenses of $ 1,039 .

The Company intends to use the net proceeds of the offering to fund the SERENITY At-Home trial, prepare for the initiation of the TRANQUILITY In-Care trial, working capital and general corporate purposes.

The Pre-Funded Warrants have an exercise price per share of common stock equal to $ 0.001 per share.

The Pre-Funded Warrants are exercisable at any time after the date of issuance.

The Pre-Funded Warrants meet the equity classification criteria and are therefore classified as equity.

For the year ended December 31, 2025, all 3,812 Pre-Funded Warrants were exercised and the same number of common stock were issued in exchange for $ 4 of proceeds received.

The March 2025 Accompanying Warrants have an exercise price per share of common stock equal to $ 4.20 per share.

The exercise price and the number of shares of common stock issuable upon exercise of the March 2025 Accompanying Warrants are subject to appropriate adjustments in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the common stock.

The March 2025 Accompanying Warrants will be exercisable at any time after the date of issuance and will expire on the fifth anniversary of the date of issuance.

The March 2025 Accompanying Warrants do not meet certain scope exceptions under U.S.

GAAP, primarily because they did not meet the requirements to be indexed to equity and equity classified, and the instruments meet the definition of a derivative instrument.

Therefore, these instruments are recorded as Derivative liabilities in the Consolidated Balance Sheet as of December 31, 2025.

For the year ended December 31, 2025, 2,300 March 2025 Accompanying Warrants were exercised and the same number of common stock were issued in exchange for $ 9,660 of proceeds received.

In the March 2025 Offering, the Company also issued to the purchaser option warrants, to purchase up to 4,000 shares of Common Stock (or pre-funded warrants in lieu thereof) and accompanying warrants to purchase up to 4,000 shares of Common Stock.

The exercise price of the Option Warrant is $ 3.50 per underlying share of Common Stock or

$ 3.499 per underlying pre-funded warrant to purchase one share of Common Stock and accompanying warrant.

The option accompanying warrants have an exercise price per share of common stock equal to $ 4.20 per share.

The Option Warrants expired on March 18, 2025 without being exercised.

Canaccord At-the-Market Program

On April 3, 2025, the Company entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) with Canaccord Genuity LLC (“Canaccord”) to sell shares of the Company’s common stock, par value $ 0.001 per share, with aggregate gross sales proceeds of up to $ 8,135 , from time to time, through an “at the market” equity offering program under which Canaccord will act as sales agent.

For the year ended December 31, 2025, the Company sold 4,724 shares of its common stock for a gross amount of $ 8,130 , incurred issuance costs of $ 244 , and received net proceeds of $ 7,886 .

On August 6, 2025, the Company increased the maximum amount of shares that are eligible to be sold pursuant to the Equity Distribution Agreement to allow for the offer and sale of up to $ 3,500 of its common stock.

For the year ended December 31, 2025, the Company sold 1,050 shares for gross proceeds of $ 3,500 and received proceeds of $ 3,395 , net of issuance costs of $ 105 .

Following the sale of common stock, the Company raised sufficient net proceeds to satisfy the Raise 3 requirement under the Fifth Amendment to the Credit Agreement.

On August 18, 2025, the Company filed a prospectus supplement with the Securities and Exchange Commission for the offer and sale of up to $ 80,000 shares of common stock pursuant to the Equity Distribution Agreement.

For the year ended December 31, 2025, the Company sold 6,313 shares for gross proceeds of $ 22,846 and received proceeds of $ 22,389 , net of issuance costs of $ 457 .

Stock-Based Compensation

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The Company’s 2020 Plan was approved and became effective at the Company’s 2020 annual meeting of stockholders on May 20, 2020, and unless earlier terminated by the Board of Directors, will remain in effect until March 26, 2030.

issuance under the 2017 Plan immediately prior to the approval of the 2020 Plan by the Company’s stockholders.

The 2020 Plan originally authorized for issuance the sum of (i) 57 shares of the Company’s common stock and (ii) 15 shares of the Company’s common stock, which represents the number of shares that remained available for issuance under the 2017 Plan immediately prior to the approval of the 2020 Plan by the Company’s stockholders.

Any shares of common stock which, immediately prior to the approval of the 2020 Plan by the Company’s stockholders, were subject to awards granted under the 2017 Plan that are forfeited or lapse unexercised and are not issued under the 2017 Plan will increase the number of shares of common stock available for grant under the 2020 Plan.

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Outstanding as of December 31, 2025

In 2024, the Company granted 22 time-based BTI RSUs to certain employees, executives, and board members.

The RSUs granted to employees and executives vest 100 % at the one -year anniversary of the grant date.

The weighted average grant date fair value per share for the BTI RSUs granted to employees and executives in 2024 was $ 23.43 .

Unrecognized stock-based compensation expense related to these awards was $ 13 as of December 31, 2024.

The RSUs granted to board members vest monthly over a 12-month period, beginning in November 2024.

The weighted average grant date fair value per share for the BTI RSUs granted to board members was $ 9.12 .

Unrecognized stock-based compensation expense related to these awards was $ 185 as of December 31, 2024.

Unrecognized stock-based compensation expense related to awards issued prior to 2024 was $ 575 and $ 1,715 as of December 31, 2024 and 2023, respectively.

During the year ended December 31, 2025, the Company granted 111 time-based BTI RSUs.

BTI RSUs granted to employees fully vest on the one-year anniversary of the grant date, and BTI RSUs granted to executives fully vest on the nine-month anniversary of the grant date.

The weighted average grant date fair value per share for the BTI RSUs granted in the year ended December 31, 2025 was $ 1.65 .

The outstanding BTI RSUs issued prior to 2025 generally vest over four years , with 25 % vesting at the one-year anniversary of the grant date and the balance vesting ratably over the remaining 12 quarters of the vesting period.

The total fair value of BTI RSUs vested in the year ended December 31, 2025 was $ 50 .

Unrecognized stock-based compensation expense related to these awards was $ 198 and $ 760 as of December 31, 2025 and 2024, respectively.

BTI Performance stock units

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The Performance Units vest on the one-year anniversary of the grant date, provided certain performance criteria are met.

The weighted average value per share

of Performance Units granted in 2024 was $ 19.20 .

None of the Performance Units had vested as of December 31, 2024.

Unrecognized stock-based compensation expense related to these Performance Units expected to vest was zero as of December 31, 2024 since it is uncertain whether any performance criteria will be met.

The weighted average value per share of Performance Units granted in 2024 was $ 19.20 .

All remaining outstanding Performance Units had vested as of December 31, 2025.

The total fair value of Performance Units vested in the year ended December 31, 2025 was $ 103 .

Unrecognized stock-based compensation expense related to these Performance Units expected to vest is zero , as stock-based compensation expense of $ 1,098 was recognized in June 2025 due to certain performance criteria being met as determined by the Compensation Committee of the Board of Directors.

OnkosXcel Profit sharing units

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These PSUs vest ratably over 48 months .

The fair values of the PSUs granted in 2024 was $ 8 per unit, and was estimated at the date of grant using a Black-Scholes option pricing model.

The total fair value of the PSUs vested during the year ended December 31, 2024 was $ 1,165 .

The fair values of the PSUs granted in 2024 were estimated at the date of grant using a Black-Scholes option pricing model and assumptions below.

2024 grant profit share unit valuation inputs

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Expected term

Unrecognized stock-based compensation expense related to the PSUs was $ 377 as of December 31, 2024.

Unrecognized stock-based compensation expense related to the PSUs was $ 75 and $ 377 as of December 31, 2025 and 2024, respectively.

OnkosXcel restricted stock units

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As of December 31, 2025, the Company had 135 OnkosXcel Restricted Stock Units outstanding.

Unrecognized stock-based compensation expense related to the awards expected to vest was approximately $ 210 as of December 31, 2024.

Unrecognized stock-based compensation expense related to the awards expected to vest was approximately $ 20 and $ 210 as of December 31, 2025 and 2024, respectively.

BTI Stock options

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Expected dividend yield

In 2024, the Company continued using the historical volatility of its common stock to estimate volatility.

Prior to 2023, volatility was estimated using a combination of the historical volatility of publicly traded peer companies and that of the Company’s common stock.

The Company used the historical volatility of its common stock to estimate volatility.

The expected term of the awards is estimated based on the simplified method, which calculates the expected term based upon the midpoint of the term of the award and the vesting period.

The Company uses the simplified method because it does not have sufficient option exercise data to provide a reasonable basis upon which to estimate the expected term.

The expected dividend yield is zero percent as the Company has no history of paying dividends nor does management expect to pay dividends over the contractual terms of these options.

The expected dividend

yield is zero percent as the Company has no history of paying dividends nor does management expect to pay dividends over the contractual terms of these options.

The risk-free interest rates are determined by reference to the U.S.

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BTI leases office space for its corporate headquarters at 555 Long Wharf Drive, New Haven, Connecticut (the “HQ Lease”) under an operating lease that expires in February 2026.

The Company has an option to renew the HQ Lease for one additional five-year term.

The Company has an option to renew the HQ Lease for one additional five-year term that has not been exercised as of December 31, 2025.

Payments under the HQ Lease are fixed.

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Total derivative liabilities

Derivative liabilities are comprised of the OnkosXcel Warrants and Equity Investment Right held by the Lenders.

The fair value of the derivative liabilities was determined using Monte Carlo simulation models for the Equity Investment Right, and Binomial Option Pricing and Distribution models for the OnkosXcel Warrants.

Derivative liabilities are comprised of the OnkosXcel Warrants, BTI Warrants, and Option Warrants.

The fair value of the derivative liabilities was determined using Binomial Option Pricing and Distribution models for the OnkosXcel Warrants and Option Warrants, and the Black Scholes model was used for the BTI Warrants.

As discussed in Note 9, Debt and Credit Facilities , the Equity Investment Right was terminated on November 25, 2024 in connection with the Fifth Amendment to the Credit Agreement.

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Termination of derivative liabilities - Equity Investment Right

Addition of derivative liabilities - BTI Warrant (March 2025 Accompanying Warrants)

Addition of derivative liabilities - Option Warrant

Termination of derivative liabilities - Option Warrant

Reclassification of derivative liabilities - BTI Warrant to permanent equity upon exercise

Change in fair value

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The derivative liabilities were reported at their fair values in the Consolidated Balance Sheets.

The changes in the fair value of the derivative liabilities were reported as gains in the Consolidated Statements of Operations as Other (income) expense, net, for the years ended December 31, 2024 and 2023, in the amounts of $ 20,181 and $ 438 , respectively.

The changes in the fair value of the derivative liabilities were reported as losses in the amount of $ 3,505 for the year ended December 31, 2025, and gains in the amount of $ 20,181 for the year ended December 31, 2024 in the Consolidated Statements of Operations as Other (income) expense, net

Inputs used to calculate the estimated fair value of the Equity Investment Right were as follows:

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The changes in fair value of the Equity Investment Right up to its termination date were recorded in the Consolidated Statements of Operations as Other (income) expense, net.

The final carrying value of the Equity Investment Right of $ 1,263 upon derecognition was recorded was recorded as a reduction of derivative liability with the offset recorded as a gain in Other (income) expense, net, in the Consolidated Statements of Operations.

In estimating the fair value of the derivative liability related to the OnkosXcel Warrants, inputs included third-party fair value estimates of OnkosXcel limited liability company units along with the volatility of those units (which was set at 100 % based on the historical volatility of the Company’s stock, along with a peer group of comparable publicly traded companies), and the timing and probability of the relevant capital transactions occurring.

The final carrying value of the Equity Investment Right of $ 1,263 upon derecognition was recorded as a reduction of derivative liability with the offset recorded as a gain in Other (income) expense, net, in the Consolidated Statements of Operations for the year ended December 31, 2024.

In estimating the fair value of the derivative liability related to the OnkosXcel Warrants, inputs included third-party fair value estimates of OnkosXcel limited liability company units along with the volatility of those units based on the historical volatility of the Company’s stock, along with a peer group of comparable publicly traded companies), and the timing and probability of the relevant capital transactions occurring.

As of December 31, 2025, the OnkosXcel Warrants had no fair value, as the Company does not anticipate a public offering of OnkosXcel at this time.

In estimating the fair value of the derivative liability related to the Option Warrants, the valuation inputs used were a strike price of $ 3.50 , the Company’s stock price of $ 2.70 , volatility of 39.2 % (adjusted to set the value of securities in the March 2025 Offering equal to the consideration paid), a term of 0.04 years and a risk-free rate of 4.39 %.

The Option Warrants expired on March 18, 2025 without being exercised, and the Company recorded a termination gain of $ 369 in Other (income) expense, net, in the Company’s Consolidated Statements of Operations.

In estimating the fair value of the derivative liability related to the BTI Warrants – March 2025 Accompanying Warrants, the valuation inputs used were a strike price of $ 4.20 , the Company’s stock price of $ 2.70 , volatility of 39.2 % (adjusted to set the value of securities in the March 2025 Offering equal to the consideration paid), a term of 5 years and a risk-free rate of 4.01 %.

As the fair value measurement of the derivative liability related to the BTI Warrants – March 2025 Warrants is classified within Level 3 of the fair value hierarchy and relies on a significant unobservable input (volatility), the resulting fair value is subject to inherent measurement uncertainty.

Reasonably possible changes in the volatility assumption at the reporting date could have resulted in a significantly higher or lower fair value measurement and increases in volatility would generally increase the fair value of the warrant liability while decreases in volatility would reduce it.

The Company remeasured the fair value of the remaining warrants at December 31, 2025 of $ 354 , and for the year ended December 31, 2025 recorded a net gain of $ 849 within Other (income) expense, net in the Company’s Consolidated Statements of Operations.

The valuation inputs used as of December 31, 2025 were a strike price of $ 4.20 , the Company’s stock price of $ 1.60 , volatility of 44.48 %, term of 4.2 years and risk-free rate of 3.66 %.

The estimated fair value of the Credit Agreement as of December 31, 2025, was $ 107,850 .

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Classification

Lenders and RIFA Purchasers

Lenders and Purchasers

Closing Date Warrants

Lenders and RIFA Purchasers

Lenders and Purchasers

2023 Warrants

Lenders and RIFA Purchasers

Lenders and Purchasers

2024 Warrants

Lenders and RIFA Purchasers

Armistice Capital Master Fund Ltd.

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Derivative Liability

Murchison Capital Partners, LP and assignees

March 2025 Accompanying Warrants

Derivative Liability

Total warrants issued

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On November 25, 2024, 534 of the 539 Accompanying Warrants’ strike price were amended to $ 9.136 , as part of the consideration provided to one of the investors in the November 2024 Equity raise discussed in Note 11, Common Stock Financing Activities .

The increase in fair value due to the amended strike price of $ 1,000 was recorded as an increase in the carrying value of the Derivative liability, with the offset recorded as a loss in Other (income) expense, net, in the Company’s Consolidated Statements of Operations.

We remeasured the Accompanying Warrants’ fair value at December 31, 2024 of $ 2,320 and recorded a net gain of $ 17,027 , including the repricing loss of $ 1,000 for the year ended December 31, 2024, respectively within Other (income) expense, net in the Company’s Consolidated Statements of Operations.

The valuation inputs used as of December 31, 2024 were a strike prices of $ 9.136 and $ 51.20 for 534 and 5 Accompanying Warrants, respectively, the Company’s stock price of $ 5.984 , volatility of 112.3 %, term of 4.2 years and risk-free rate of 4.4 %.

The fair value of the November 2024 Accompanying Warrants at issuance on November 25, 2024 was determined using a Black-Scholes pricing model and the fair value of $ 5,562 was recorded as a derivative liability with the offset recorded as a component of stockholders’ equity in Additional-paid-in-capital in the Condensed Consolidated Balance Sheets.

The Company remeasured the Accompanying Warrants’ fair value at December 31, 2025 of $ 502 and recorded a net gain of $ 1,818 within Other (income) expense, net in the Company’s Consolidated Statements of Operations.

The valuation inputs used as of December 31, 2025 were strike prices of $ 9.136 and $ 51.20 for 534 and 5 Accompanying Warrants, respectively, the Company’s stock price of $ 1.60 , volatility of 139.8 %, term of 3.2 years and risk-free rate of 3.57 %.

This fair value measurement is classified as Level 2.

The valuation inputs used were a strike price of $ 7.68 , the Company’s stock price of $ 7.52 , volatility of 112.5 %, a term of 5 years and a risk-free rate of 4.2 % .

We remeasured the fair value at December 31, 2024 of $ 4,273 and recorded an unrealized gain of $ 1,289 for the year ended December 31, 2024, respectively within Other (income) expense, net in the Company’s Consolidated Statements of Operations.

The Company remeasured the

fair value at December 31, 2025 of $ 934 and recorded a net gain of $ 3,339 for the year ended December 31, 2025 within Other (income) expense, net in the Company’s Consolidated Statements of Operations.

The valuation inputs used as of December 31, 2025 were a strike price of $ 7.68 , the Company’s stock price of $ 1.60 , volatility of 131.7 %, term of 3.9 years and risk-free rate of 3.64 %.

As a result of the prospective adoption of ASU 2023-09, Improvements to Income Tax Disclosures, certain tables are presented in a different format not comparable to prior year disclosures, and certain data contained within the tables may be presented differently than in prior years.

The significant components of the Company's net deferred tax assets at December 31, 2025 are shown below.

In determining the realizability of the Company's net deferred tax assets, the Company considered numerous factors, including historical profitability, estimated future taxable income, and the industry in which it operates.

Based on this

information the Company has provided a valuation allowance for the full amount of its net deferred tax asset because the Company has determined that it is more likely than not that they will not be realized.

Based on this information the Company has provided a valuation allowance for the full amount of its net deferred tax asset because the Company has determined that it is more likely than not that they will not be realized.

Deferred tax assets:

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Deferred Costs

Cancellation of debt

Debt Amendment

Accrued legal settlement

Valuation allowance

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Debt amendment

Unrealized loss

Insurance settlement

Right-of-use assets

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Net deferred tax asset (liability)

The income tax expense/(benefit) for the year ended December 31, 2024 differed from the amounts computed by applying the U.S.

federal income tax rate of 21 % to loss before tax benefit as a result of tax credits generated and changes in the Company’s valuation allowance.

A reconciliation between the Company’s effective tax rate and the federal statutory rate are as follows:

federal statutory rate

Stock based compensation

State and local income taxes, net of federal income tax effect

Research and development credits

Changes in valuation allowance

Non-taxable or non-deductible items:

Warrant mark-to-market

Federal and state credits

Change in valuation allowance

Effective tax rate

At December 31, 2025 the Company had approximately $ 510,296 of gross federal and $ 530,648 of gross state net operating loss carry-forwards.

If not utilized, the federal and state net operating loss carry-forwards will begin to expire in 2037.

The federal net operating loss of $ 429,988 incurred after December 31, 2017 will carryforward indefinitely.

Of the total federal net operating loss, $ 507,650 incurred after December 31, 2017 will carryforward indefinitely.

The utilization of such net operating loss carry-forwards and realization of tax benefits in future years depends predominantly upon having taxable income.

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These ownership changes may limit the amount of the NOL and research credit carryforwards that can be utilized annually to offset future taxable income and tax, respectively.

In general, an

"ownership change" as defined by Section 382 of the Code results from a transaction or series of transactions over a three year period resulting in an ownership change of more than 50 percentage points of the outstanding stock of a by certain stockholders or public groups.

In general, an "ownership change" as defined by Section 382 of the Code results from a transaction or series of transactions over a three year period resulting in an ownership change of more than 50 percentage points of the outstanding stock of a by certain stockholders or public groups.

Entities are also required to evaluate, measure, recognize and disclose any uncertain income tax positions taken on their income tax returns.

4 unchanged sentences

The Company did no t have any unrecognized tax benefits and has no t accrued any interest or penalties for the years ended December 31, 2025 and 2024.

On July 4, 2025, H.R.1, commonly referred to as the One Big Beautiful Bill Act, was enacted in the U.S., which includes a broad range of tax reform provisions, including extending and modifying certain key Tax Cuts and Jobs Act Provisions, and provisions allowing accelerated tax deductions for qualified property and research expenditures.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others to be implemented through 2027.

The tax impacts of this legislation do not have a material impact on the Company’s current tax provision.

Net Loss Per Share

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On July 11, 2024, the Court dismissed the amended complaint without prejudice and, on August 1, 2024, co-Lead Plaintiffs filed a second amended complaint.

The second amended complaint alleges that defendants made false or misleading statements regarding the TRANQUILITY II trial and the development of BXCL501 for an expanded indication related to the

treatment of certain Alzheimer’s-related agitation.

The second amended complaint alleges that defendants made false or misleading statements regarding the TRANQUILITY II trial and the development of BXCL501 for an expanded indication related to the treatment of certain Alzheimer’s-related agitation.

The Company moved to dismiss the second amended complaint on September 6, 2024.

On February 24, 2025, while the Company’s motion to dismiss remained pending, Plaintiffs moved for leave to further amend their complaint.

The Company filed an opposition to the motion on March 17, 2025.

Plaintiffs’ reply is due April 7, 2025.

On September 29, 2025, the Court issued an order granting Plaintiffs’ motion for leave to amend, denying Defendants’ motion to dismiss as moot, and allowing Plaintiffs to proceed on certain of their claims.

The Company filed an answer to the third amended complaint on October 28, 2025.

On January 23, 2026, the parties reached a tentative agreement to settle the action.

In light of this agreement, on January 28, 2026, the Court entered an order vacating the scheduling order and requiring Plaintiffs to file a motion for preliminary approval of the settlement or status report by February 27, 2026.

Plaintiffs filed a motion for preliminary approval on February 27, 2026, and the Court granted the motion on March 2, 2026.

The hearing on the motion for final approval of the class settlement is set for September 2, 2026.

The Company evaluates developments in legal proceedings on a quarterly basis.

In accordance with ASC 450, Contingencies, the Company records an accrual for loss contingencies to the extent that the Company concludes that it is probable that a liability has been incurred and the amount of the related loss can be reasonably estimated.

On March 2, 2026, upon entering into a stipulation of settlement, this settlement became estimable and probable.

Accordingly, the Company recorded an estimated $ 9,750 liability within Other current liabilities in the Company’s Consolidated Balance Sheets with a corresponding insurance recovery for the 100 % portion to be paid directly by certain of the Company’s insurance carriers within Other current assets in the Company’s Consolidated Balance Sheets.

On November 28, 2023, Plaintiffs Pratheesan Panancherry and Jeffrey Bastress filed a stockholder derivative complaint in the United States District Court for the District of Connecticut purportedly on behalf of the Company and against Vimal Mehta, Richard I.

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Mehta et al , 3:23-cv-1554.

Following the initial action, Plaintiffs Maria Vomvolakis (3:24-cv-3) and Kelly Fowler (3:24-cv-203) each filed separate stockholder derivative complaints in the District of Connecticut raising similar claims as Panancherry and Bastress, including business torts and violations of the Securities Exchange Act of 1934.

Following the initial action, Plaintiffs Maria Vomvolakis (3:24-cv-3) and Kelly Fowler

(3:24-cv-203) each filed separate stockholder derivative complaints in the District of Connecticut raising similar claims as Panancherry and Bastress, including business torts and violations of the Securities Exchange Act of 1934.

The cases have been consolidated under the caption In re BioXcel Therapeutics, Inc.

Stockholder Derivative Litigation , 3:23-cv-1554 (D.

The consolidated action is currently stayed.

On October 30, 2025, the Court entered the parties’ joint stipulation staying the consolidated action until the resolution of Hills v.

BioXcel et al , 3:23-cv-00915 (D.

On January 11, 2024, Plaintiff Jeremy Smith filed a stockholder derivative complaint in the United States District Court for the District of Delaware purportedly on behalf of the Company and against Vimal Mehta, Peter Mueller, June Bray, Sandeep Laumas, Michael Miller, Michal Votruba, Richard I.

4 unchanged sentences

Derivative Litigation , 1:24-cv-00041 (D.

The consolidated action is currently stayed.

At this time, the Company does not believe the claims in the above-captioned matters have merit, and intends to vigorously defend against them;

On October 30, 2025, the Court entered the parties’ joint stipulation staying the consolidated action until the resolution of Hills v.

BioXcel et al , 3:23-cv-00915 (D.

On May 7, 2025, Plaintiff Yaakov Portnoy filed a stockholder derivative complaint in the Court of Chancery of the State of Delaware purportedly on behalf of the Company and against Vimal Mehta, Peter Mueller, June Bray, Sandeep “Steve” Laumas, Michael P.

Miller, Michal Votruba, Richard I.

Steinhart, Robert Risinger, and Krishnan Nandabalan, and the Company as Nominal Defendant under the caption Yaakov Portnoy, derivatively on behalf of BioXcel Therapeutics, Inc.

Vimal Mehta, et al , 2025-0508-BWD (Del.

The complaint alleges similar claims to those raised in In re BioXcel Therapeutics, Inc.

Derivative Litigation , 1:24-cv-00041 (D.

Del.), including business torts.

On January 27, 2026, the Court entered the parties’ joint stipulation staying the case until the resolution of Hills v.

BioXcel et al , 3:23-cv-00915 (D.

At this time, the Company does not believe the claims in the above-captioned stockholder derivative matters have merit, and intends to vigorously defend against them;

however, the potential costs and liabilities associated with this litigation are uncertain.

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The CODM utilizes consolidated net loss by comparing actual results against budgeted amounts on a quarterly basis.

As part of this process, consolidated net loss is a critical performance measure used to evaluate the

Company’s operating performance and guide strategic decisions and resource allocations, including additional investments in research and development and commercialization activities.

As part of this process, consolidated net loss is a critical performance measure used to evaluate the Company’s operating performance and guide strategic decisions and resource allocations, including additional investments in research and development and commercialization activities.

The following table provides information about the Company’s one reportable segment and includes the reconciliation to consolidated net loss.

Year ended December 31,

Product revenue, net

20 unchanged sentences

Professional fees

Commercial and marketing

Travel related expenses

11 unchanged sentences

Subsequent Events

As discussed in Note 11, Common Stock Financing Activities , in connection with the November 2024 issuance and sale in a public offering of (i) 350 shares of the Company’s common stock, and the November 2024 Accompanying Warrants to purchase 350 shares of Common Stock, and (ii) pre-funded warrants to purchase 563 shares of Common Stock, in February 2025, certain investors exercised the remaining 483 pre-funded warrants to purchase 483 shares of Common Stock.

On March 3, 2025, the Company entered into the Purchase Agreement with the Purchaser named therein.

Pursuant to the Purchase Agreement, the Company agreed to issue and sell to the Purchaser and the Purchaser agreed to buy in a registered direct offering (i) an aggregate of 188 shares (the “Shares”) of common stock, par value $ 0.001 per share and accompanying warrants to purchase up to 188 shares of Common Stock at a combined offering price of $ 3.50 per Share and accompanying warrant, and (ii) the Pre-Funded Warrants to purchase up to 3,812 shares of Common Stock and accompanying warrants to purchase up to 3,812 shares of Common Stock, at a combined offering price of $ 3.499 per share underlying the Pre-Funded Warrants and accompanying warrant, which equals the offering price per Share and accompanying warrant less the $ 0.001 exercise price per share of the Pre-Funded Warrants, pursuant to an effective registration statement on Form S-3 (File No.

333-275261), including the base prospectus included therein, and prospectus supplement filed with the SEC on March 4, 2025.

As of March 28, 2025, 1,688 Pre-Funded Warrants were exercised.

In the 2025 Offering, the Company also issued to the Purchaser warrants (the “Option Warrants”), to purchase up to 4,000 shares of Common Stock (or pre-funded warrants in lieu thereof) and accompanying warrants to purchase up to 4,000 shares of Common Stock to the Purchaser.

The pre-funded warrants and accompanying warrants issuable upon exercise of the Option Warrants will have substantially identical terms as the Pre-Funded Warrants and the accompanying warrants.

The exercise price of the Option Warrants is $ 3.50 per underlying share of Common Stock and accompanying warrant to purchase one share of Common Stock, or $ 3.499 per underlying pre-funded warrant to purchase one share of Common Stock and accompanying warrant to purchase one share of Common Stock.

The Option Warrants expired on March 18, 2025 without being exercised.

On March 26, 2025, we and Jefferies terminated that certain Open Market Sales Agreement, dated May 10, 2021, as amended on November 1, 2023.

As discussed in Note 11, Common Stock Financing Activities , the Company filed a prospectus supplement with the Securities and Exchange Commission for the offer and sale of up to $ 80,000 shares of common stock pursuant to the Equity Distribution Agreement with Canaccord.

After December 31, 2025 but before financial statement issuance, the Company sold 245 shares under the Equity Distribution Agreement for gross proceeds of $ 498 and received proceeds of $ 488 , net of issuance costs of $ 10 .

On February 17, 2026, the Company agreed to amend its lease agreement for its HQ lease.

The amendment extends the lease on a month-to-month basis with a continued monthly base rent payment of $ 33 .

On March 2, 2026, the Company entered into a stipulation of settlement for the class action complaint filed on July 7, 2023.

Refer to Note 18, Commitments and Contingencies , for additional information.

On March 10, 2026, the Company entered into a securities purchase agreement (the “March 2026 Offering”) with a purchaser.

Pursuant to the March 2026 Offering, the Company agreed to issue and sell to the purchaser and the purchaser agreed to buy in a registered direct offering (i) an aggregate of 2,480 shares (the “Shares”) of common stock, par value $ 0.001 per share and accompanying warrants to purchase up to 2,480 shares of Common Stock at a combined offering price of $ 1.739 per Share and accompanying warrant, and (ii) Pre-Funded warrants to purchase up to 2,020 shares of Common Stock and accompanying warrants to purchase up to 2,020 shares of Common Stock, at a combined offering price of $ 1.738 per share underlying the Pre-Funded Warrants and accompanying warrant, which equals the offering price per Share and accompanying warrant less the $ 0.001 exercise price per share of the Pre-Funded Warrants, pursuant to an effective registration statement on Form S-3 (File No.

333-275261), including the base prospectus included therein, and a prospectus supplement filed with the Securities and Exchange Commission on March 10, 2026.

The accompanying warrants have an exercise price of $ 1.614 per share, are immediately exercisable upon issuance, and will expire on the five-year anniversary of the date of issuance.

The March 2026 Offering closed on March 11, 2026.

The Company received aggregate gross proceeds of approximately $ 7,825 , before deducting placement agent fees and estimated offering expenses payable by the Company.

On March 12, 2026, 2,020 Pre-Funded Warrants were exercised by the purchaser for net proceeds of $ 2 .

Rodman & Renshaw LLC (the “Placement Agent”) acted as the Company’s exclusive placement agent in connection with the March 2026 Offering.

As compensation in connection with the March 2026 Offering, the Company agreed to pay the Placement Agent a cash fee equal to 6.0 % of the gross proceeds from the March 2026 Offering, and issue to the Placement Agent or its designees warrants to purchase a number of shares of Common Stock equal to 4.0 % of the aggregate number of shares placed in the Registered Direct Offering ( 180,031 shares), at an exercise price equal to 125 % of the offering price per share (or $ 2.0175 per share), with a term of five years from the commencement of the Registered Direct Offering (the “Placement Agent Warrants”).

The Company also agreed to reimburse the Placement Agent for certain expenses in an amount of up to $ 75 and to pay up to $ 16 for clearing and closing expenses.

In connection with the March 2026 Offering, pursuant to the terms of a Warrant Amendment Agreement, dated as of March 10, 2026 (the “Warrant Amendment Agreement”), the exercise price of certain outstanding warrants issued on March 27, 2024 and November 25, 2024 to purchase up to an aggregate of 1,385 shares of Common Stock held by the purchaser was reduced to $ 1.614 per share, equal to the exercise price of the Accompanying Warrants issued in the Offering, and the term of such warrants was extended to five years following the closing date of the Offering.

The investor paid approximately $ 173 in exchange for the reduction in exercise price and the extension of the term of these warrants.

We paid the Placement Agent a cash fee of 6.0 % of the gross proceeds paid for the warrant amendment.

On March 27, 2026, the Company entered into the Ninth Amendment to Credit Agreement and Guaranty (the “Ninth Amendment”), by and among the Company, as the borrower, the Lenders and OFA as administrative agent, which included among other things, (i) a waiver of the “going concern” qualification for our audited annual financial statements for the year ended December 31, 2025 and (ii) a reduction in the Credit Agreement’s minimum liquidity covenant of $ 2,500 (from $ 15,000 to $ 12,500 ).

In connection with the Ninth Amendment the Company agreed to (i) make a one-time prepayment of the principal amount of $ 2,500 , together with accrued and unpaid interest thereon, by March 31, 2026, (ii) on or prior to April 15, 2026, at the Company’s option either (A) pay the Lenders an amendment fee of $ 2,032 or (B) grant warrants to the Lenders to purchase up to 1,353,729 shares of common stock of the Company, at an exercise price of $ 0.01 per share and (iii) following receipt of aggregated gross proceeds following the effective date of the Ninth Amendment from (a) the issuance of the Company’s common stock, warrants and/or pre-funded warrants, (b) non-refundable cash consideration from partnering transactions, (c) the issuance of the Company’s subordinated debt and/or (d) sales by the Company of its assets, in each case ((a) through (d)), in transactions permitted under the Credit Agreement (“Capital Raise Activities”), make a prepayment of the loans under the Credit Agreement in an aggregate principal amount equal to 50 % of such gross cash proceeds, together with accrued interest thereon and any fees or premia (including prepayment premium) payable in connection therewith;

provided, that the foregoing requirement will not apply (A) with respect to the first $ 2,500 in the aggregate of proceeds raised from Capital Raise Activities (as defined in the Credit Agreement) and (B) once the aggregate principal amount of the Loans prepaid pursuant to one or more Capital Raise Prepayments equals $ 2,500 .

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures